Taking Chances
by itsreginamills
Summary: Regina Mills, an English teacher, and Emma Swan, her student, feel sparks flying from their first encounter. See what they'll say to taking chances.
1. Positively Wet

A/N: hi guys so this is my first ever fanfic and i've had this idea for swan queen stuck in my head so i decided to have a go at it. i've been writing in all my spare time like a crazy lady. please please leave a review so i can gauge how should adjust my next chapter!

Disclaimer: sadly i don't own any of the OUAT characters or any one-liners i've taken from shows

enjoy!

**Chapter 1: Positively Wet**

**Emma POV**

She was dripping wet from head to toe, she was annoyed, and unfortunately, she was late. Emma Swan knew it would rain hard again today in Seattle, but had she bothered to grab an umbrella before heading out of her dorm room? No. Had she bothered to put on a thicker layer instead of wearing her trademark red leather jacket? No. Had she packed up all the things she needed for her first day of English class the night before instead of shoving everything into her backpack and missing half the material required for class? The answer was no, again.

_Damn it Swan, get your shit together. You're already late for Advanced English 101 and walking into the classroom soaking wet won't help either. Just hope like hell your teacher won't be too anal._

Taking large strides through the ancient brick building with her combat boots squishy and squeaking, Emma arrived at the door of room B141. Trying to look as presentable as possible, which clearly is impossible, Emma took a deep breath, and quietly pushed through the double doors.

Taking in the contrastingly_ dry_ scenery, Emma's eyes landed on an a friend and ally, Killian Jones, and the open seat next to him and started heading that way. With her eyes casted downwards, trying not to draw attention from the well-dressed teacher who had already started her lecture, Emma silently pleaded, _please don't notice me. Please don't notice me. Please don't notice me._

"Nice of you to join us, Miss Swan."

_Damn it, she noticed me._ Emma felt her face blush as she sat down with a soft squish of her soaked skinny jeans. She ran her hand through her soggy blonde hair, a nervous gesture.

"What up Swan, Ms. Mills was just telling us abou-"

"As I was saying, the rules for this class are fairly simple. Turn your work in on time, pay attention in class, participate, and don't be late." With emphasis on her last rule, Ms. Mills blatantly directed her gaze at Emma, willing her to lift her head and make some kind of indication she had heard but Emma kept her head down, eyes focused on the syllabus in front of her.

As the hour dragged by, Emma tried hard not to curl up into a fetal position in her seat due to Ms. Mills' obvious warning and also the coldness from her damp clothing but soon realized that would draw too much attention to herself. So instead, she kept her eyes on the floor and focused on listening to Ms. Mills drone on about the importance of citing sources and using the MLA format on the research paper they would be turning in at the end of the semester.

_We've already covered this in Basic English 101 Regina, can we just cut to the important stuff?_ But as Emma listened to the lecture, she couldn't help but notice the pleasant, mildly deep, rich cadence Ms. Mills had. Emma closed her eyes for several seconds, listening to her teacher's voice, filling her with a kind of tingling sensation up her arms and down her spine.

Emma, almost in a dream-like trance, felt the voice coming closer and closer, until suddenly, "Excuse me." Regina's authoritative voice shattered Emma's pretty pink bubble she had been floating in.

Shocked green eyes met icy brown eyes. _Holy shit._

Standing in front of the blonde was Ms. Mills, dressed impeccably in a bronze mid-sleeve sweater dress, sheer dark stockings, and suede boots that had started tapping in annoyance. "Have you been paying any bit of attention to what I have been saying, Miss Swan?"

"What?"

"I asked you if you were actively listening to my lecture or were you just sitting here, twiddling your thumbs to pass the time?" Regina's voice was now dripping with sarcasm. A small smirk pulling up the sides of her mouth clearly showed she was enjoying this embarrassing moment for Emma.

Emma noticed, sitting up a bit straighter in her seat. A bit of her past was bubbling up past the walls containing past memories she had created for herself, causing slight annoyance and a tingle of snarkiness to come out.

"No, I was definitely listening Ms. Mills. You were talking about how we had to indent exactly five spaces every line after the first and how you would catch every missing period in the works cited page if we failed to do so ourselves." With Ms. Mills' jaw left hanging momentarily, Emma tried to hide her smile, knowing she had won.

"By the way, you have a really lovely voice" Emma blurted without thinking. It took her a second to register what had slipped out of her mouth. _Fuck. What did I just say. SWAN._

Both locked gazes and blushed simultaneously, speechless at the sudden outburst.

Regina recovered first, glancing around the room, only to find that her 100+ new students were gawking at the two stunned women and Emma's exclamation.

The brunette cleared her throat. "...Alright, class... turn to page 269." She made her way back to the stage podium, her body slightly stiff.

Emma was still sitting in her seat, frozen from what she had just confessed in front of her very full classroom to her teacher. Taking off or going into a fetal position now both sounded like very excellent options.

Killian nudged Emma, trying to get her to turn her book to the correct page before Ms. Mills could find another fault in her already dented first impression of Emma. Sliding him a grateful smile, Emma tried to focus the rest of the class time, only to fail once again as her mind wandered back to Ms. Mills' reaction to her comment. _Clearly she had been unnerved and there was a blush. What does that mean? Wait, you can't be having feelings for a teacher. Not again._ She felt that tingly sensation she last felt in high school. It was coming, it was the inevitable and yet Emma Swan pushed it down, holding it at arm's length because she did not want things to end badly again.

The shuffling besides her from Killian caused Emma to snap back into reality and she started packing away her things, neatly this time.

"Miss Swan I'd like to speak to you for a moment." Regina raised her voice slightly over the rustle of the group. Killian offered her a pitying smile and a pat on the back before he and the rest of his peers left the two ladies alone in the theater-like classroom.

The silence was choking. Emma pretended to dig through her backpack for several more seconds, trying to buy herself precious time before facing what she believe would be a very awkward and embarrassing lecture.

**Regina POV**

Regina felt Emma slowly coming closer to where she sat at her table, but didn't look up until Emma cleared her throat.

"About tha-"

"Miss Swa-"

Regina and Emma both paused as they cut each other off, momentarily embarrassed yet again.

_For god sake why are we both acting like awkward incompetent schoolgirls. Get a grip._ Regina tried to suppress an eyeroll until she saw the blonde's faint blush and observed Emma running her hand through her volumized hair. She heard herself in the back of her mind whisper _pretty_ but internally rebuked herself for that unprofessional comment.

"Miss Swa-"

"Emma. Call me Emma."

The brunette paused for a second, a tinge of annoyance coming back as the blonde had interrupted her again. "Miss Swan," Regina drawled out, "you do seem to have a slight problem with what comes out of your mouth. I suggest you think before you speak and not interrupting me would be greatly appreciated."

Emma's eyebrows furrowed but she nodded and Regina took it as a cue to continue.

"I rarely tolerate tardiness in my domain but due to this weather, I will make one and one exception only. The next time you're late, you'll be staying after class an hour for every offence. If this continues, I will punish you differently as I see fit."

Regina peered up through her glasses as she sat there and studied Emma processing what she had just said. The blonde was slightly shivering, probably from her damp clothing and that ratty worn red leather jacket Emma probably thought was good enough to protect her from the cold. Regina smirked.

Direct eye contact was made again. _Her eyes are so green._ The brunette could feel herself falling into that gaze. The smirked dropped, as did her gaze.

The blonde stood there, using the tip of her brown combat boots to rub off an invisible speck on the floor, still in discomfort.

Regina cleared her throat as the silence ensued. Her voice dropped an octave. "And about that comment…" The brunette did not know how to address Emma's comment even with her fair share of warding off flirtation from both male and female college students. She wasn't even sure if it was sarcastic or if the blonde really meant it, something she would ponder over later tonight when she was alone. But whichever it was, it didn't matter. It had to stop now.

"It was very inappropriate for you to blurt that comment out in front of all your peers, whether or not you meant it s a compliment. Given the situation and circumstance, it was even more inappropriate when you actually said it. Word of advice, work on your timing Miss Swan." The trademark smirk was back.

**Emma POV**

_Wait what? Does she think there'll be a next time? Work on my timing? Is she flirting with me? Gotta say that smirk looks sexy as hell on her._ Emma's gaze widened as her confidence started to come back. _Two can play at this game Regina._

A smile tugged at Emma's lips. "Well Ms. Mills," the blonde drawled back, "I'll think about what you've just told me. Very carefully." With emphasis on her last two words, Emma let that sink in. She could see the brunette's pupils slightly dilate through her brown eyes. The blonde bit her lip to hold back a small moan. _Aha, so she's not a stone-cold bitch after all._

"Well if you don't need me anymore, I'll be headed out now." Emma raked her eyes over Regina for the last time, slowly and purposefully, before she turned around, grabbed her things, and sashayed out the door. _Who's in control now?_


	2. Casually Cruel

A/N: one of the most fulfilling things i've ever experienced was when i checked my email and twitter mentions this morning! they were filled with lovely comments and favorites and follows, just from my first chapter! so thank you SO much for that. please please continue reading and reviewing like the amazing people you are. big S/O to my first fans and editors, **Bailly** (theothergrey_ on twitter) and **Hayley** (rizzlesblack on twitter)! they helped me make this fanfic possible.

disclaimer: don't own the OUAT characters or the song lyrics or the movie reference!

enjoy!

**Chapter 2: Casually Cruel**

**Regina POV**

Regina stared, slightly dazed, at her perfectly manicured finger tracing the rim of her wine glass. _Blonde hair. Green eyes. Sway of hips. Sass_.

The brunette snapped her spine straight and focused back on the essay papers in front of her. _No. Why is Emma Swan in my thoughts? I absolutely cannot think about her. End this madness_. Regina used the dominant rational part of mind to force the blonde out of her mind. She glanced down at her papers, furrowing her brows in frustration. _No use grading them now, I'll do it tomorrow after class. _

Regina slowly climbed the stairs of her large but empty house. Her choices of shoes ranged from regular heels to boots with heels. Her feet always suffered the consequence after a long day at work on her feet lecturing at the college but her high standards of dressing would not let her dress any less impeccably.

Drying off her face, wiped clean of any makeup, she studied her reflection. The scar right above her lip would always remind her that doing the right thing did not necessarily guarantee a good outcome for oneself. But besides that small mar, there were no blemishes and few wrinkles. Although most would consider it a blessing for her age of 33, she believed it to be a curse, like a glaring sign that screamed at people who looked at her that she had experienced little joy in her years of life. The lack of smile lines and crow's feet around her eyes were a huge giveaway in her opinion. But that wasn't the only curse she felt burdening her soul. Those battle scars that she felt within weren't ever going away, ever going to change.

The brunette felt herself slipping into her dark place once again. She felt her heart twisting, shriveling, and dying a bit more every day as her nightly routine and the choking silence around her forced her to harshly self-evaluate and criticize. Unwanted tears stung her eyes and threatened to slip down her cheeks but Regina tightened her self-control. She would not throw herself a pity party. She would not cry. She absolutely would not and could not cry.

Standing there for a few minutes, she forced her body to unstiffen. The brunette started to undress, feeling the warm sweater dress slip off her body and cold air hit her bare skin.

Quickly slipping on one of her favorite silky dark blue pajamas, she settled in the middle of king-sized bed that was specialized to suit her body, featured 1000-thread count neutral-colored bed sheets, and displayed an assortment of neutral-colored pillows. Moving deeper into the bed, snuggling under the sheets, the brunette released a sigh of exhaustion and fell asleep within minutes.

swanqueenswanqueenswanqueenswanqueenswanqueenswanqueen

Regina pressed play on the dvd player, showing the class a short satirical Shakespeare movie. With her latte in one hand, the brunette sat down in one of the empty student seats secluded in the corner.

The double doors located at the side of the classroom opened, and there entered Emma Swan, late.

_Typical_. Regina rolled her eyes. She turned her attention back to the screen. Soft footsteps came closer and closer until Regina turned her head, only to find that Emma had sat down in the seat besides her, when she could have chosen from over a hundred other seats. _Not good_.

As the movie went on, Regina could only seem to focus on Emma's warm presence which was drawing her closer, like a moth to a flame. She turned her head slightly, to watch Emma chuckle at the screen along with the other students. Her laughter seemed so contagious and Regina couldn't help but break into a smile. Too much staring would get the brunette caught so she turned back to the screen.

Emma lifted her arm to the armrest, which was just inches from where Regina was resting the hand holding her latte. Regina did not fail to notice this.

Then suddenly, there was a feather-light brush across Regina's wrist that was currently gripping her Starbucks cup very hard. If the brunette's nerves weren't already sensitized and strung out on alert, she probably wouldn't have caught the touch.

There it was again, the brush. Regina turned her head, glancing in the direction of her other students, who were laughing too hard to notice her and Emma. Then she directed her gaze to the blonde who was still looking at the screen, but this time with a very concentrated look.

Emma shifted her gaze to the brunette and eyes locked. The blonde's index finger rested on Regina's wrist cause the brunette to slightly tremble. She could feel her fragile strength crumbling under that touch.

Regina saw Emma's breath hitch as she felt her head move slightly closer. Emma did the same until there was just a breath between them.

Both were hesitant to initiate the kiss but as Regina vaguely thought how soft Emma's lips would be, a sharp noise pierced through her sense.

The brunette's eyes suddenly opened and she stared at her ceiling, her alarm still blaring and her lips tingling from that almost-kiss.

**Emma POV **

Emma woke up with a start, sitting up straight in her small dorm bed. Her slightly frizzy, unruly blonde hair was highlighted by the rays of sunlight through the window. _Time to get ready and go to B141, Swan_. Butterflies tickled her stomach as she thought about Regina.

Last night was pretty unsettling. After coming home from her night job, Emma found herself pondering about that day's event and her interactions with Regina. It was unusually bizarre that the blonde felt herself doubting her actions. The things she's done during her younger years had been done without regret or inhibition. She might as well had "no ragrets" tattooed on her chest. She smiled at her own _We're The Millers_ joke.

But as Emma tried to refocus on the work in front of her, she only succeeded in falling back into her thoughts. How could she have let that comment slip out? Had Regina been flirting with her when she had told Emma to work on her timing?

Mixed signals lead to mixed feelings. _Why had I made my flirting so obvious with her? Why did I walk away like that, all sassy and shit? If she hadn't been flirting with me then she might think I'm a perverted student crushing on her on the first day of class? Oh god_.

Emma shook her head at her thoughts last night and tried to calm the butterflies with several deep breathes. It didn't work.

Checking the time on her phone, she found herself with a few minute left before class started. The blonde made no move to walk at a faster pace but just smiled instead. _Whoops, I guess I'm going to be late, Ms. Mills_.

swanqueenswanqueenswanqueenswanqueenswanqueenswanqueen

Emma pushed the doors open, making a point to be a bit noisy so Regina would notice that she had come in five minutes after class had officially started. Her teacher did not even glance over at the blonde and continued explaining the instructions of a partner project.

Killian gave the blonde a once over and grinned at her. "Hey Swan, late again I see. You're my partner for this project."

"Yeah I overslept," Emma lied, knowing all too well why she was late. "Of course you're gonna be my partner. We're gonna rock this project."

The blonde sat through the class period, doodling pictures of crowns and hearts and swans and other seemingly random pictures on her notebook, waiting patiently until Ms. Mills called upon her to receive her punishment.

**Regina POV**

The class had ended five minutes ago and Emma Swan was still sitting in her seat, head down and brows wrinkled in concentration as she scribbled something in her notebook.

Regina sat at her desk, staring blankly at her work, unable to concentration again. She had tried not to flinch when she heard the doors open early today to reveal Emma, dressed in basically the same version of what she had worn the day before. _That dream was too real. And too dangerous_. The brunette could still feel that touch on her wrist and her lips felt sensitized. As she lectured the group, the brunette was constantly warring internally: to "punish" Emma or to go back on her word and not make Emma stay after class.

She licked her lips and glanced up to Emma who was still writing something in her notebook. _What could she have been possibly writing this whole time?_ Regina really wanted to know but for some reason, she heard her mind whisper, "curiosity killed the cat."

The brunette took a deep breath. Pain was the only thing Regina knew and in its own way, pain was the only thing Regina could and knew how to handle. She had decided what to do.

**Emma POV **

The last time Emma checked, the brunette was standing behind her desk, cleaning up some papers, looking spectacular as usual with a form-fitting red dress covered by a black blazer. After tucking her paperwork into her briefcase, Regina walked over to where Emma was sitting.

"Miss Swan." Regina's melodic rasp broke Emma's concentration on perfecting her swan drawing. She looked up, the butterflies returning as she saw that Regina was now focused on her, and only her.

As the brunette grabbed the chair on the other side of the blonde, Regina's arm accidentally brushed Emma's back, causing the blonde to immediately feel a delicious shiver run up her back. Regina sat down, perfect posture and all, an appropriate length away from Emma yet close enough to be able to reach out and touch the blonde. As the brunette started talking, Emma stared, mesmerized by Regina's blood red lips.

"... It's the second day of class and you've already been late both days, Miss Swan. You have a responsibility to this class and to your education. Neither do I know what is going on in your personal life, nor do want to know what is causing you to be tardy. However, what I can gather is that you have been very irresponsible with my class and disrespectful to your classmates, not to mention rude, audacious, and inappropriate in what I perceive as you flirting with me."

Emma's heart dropped with every horrible adjective and hurtful word that came out of the brunette's beautiful mouth. Her breathing stopped in the middle of her chest and she felt as if she would literally explode, or barf, or both.

Regina continued. "I do not believe you staying after class for an hour with me, every day, if this continues to happen, will be beneficial for anyone.

For this reason, I'd like to ask you to transfer out of my class."

**Regina POV **

Regina tried to keep a calm poker face, as she watched Emma digest what she had just said. _Did I really just say that? _

Emma's jaw tightened, doing amazing things to her already amazing jawline, but as Regina noticed this, she took a more detailed notice of how Emma was trying to fight back tears behind her green eyes. Her cheeks started to pinken. _Oh no, don't cry. Please don't cry_.

The brunette started reaching for the blonde's arm, as if it was the most natural thing to do. "Miss Swan…" Regina heard herself say it, before she realized how sympathetic and apologetic and pitying and pathetic she sounded.

"Save it Ms. Mills." Emma shrugged away from Regina's hand, quickly stuffing her things into her backpack. She took long strides towards the exit, leaving Regina far behind.

Regina felt herself about to go chasing after Emma, wanting to profusely apologize and stop her from feeling the pain but Emma turned around at the door.

"I thought you were different." The blonde's chin trembled and she stood there, green eyes locked on Regina's for a second, before leaving.

Her words felt like a blow to Regina's body and conscience. She wanted to double over, heave, and hyperventilate all at the same time, feeling that dreaded yet familiar sense in the pit of her stomach. But she didn't. She did not allow herself that small relief from the pain. She wanted to feel that sharp raw feeling. She needed to.

That feeling that ran through her veins, that she felt in her every cell, every molecule of her being, reminded her of who she really was. A monster.


	3. Everytime We Touch

A/N: hi guys i've been trying to write as fast as possible but you know, reality and responsibilities get in the way. thank you for all the sweet comments and favs/follows i've been getting. planning to slow burn this as much as possible because part of the fun in writing is torturing the readers (;

disclaimer: don't own the OUAT characters or The Planet or the songs

enjoy!

**Chapter 3: Everytime We Touch**

**Emma POV **

Brown eyes and red lips flashed in Emma's mind but she suppressed them. The blonde stumbled into bed, unable to even remember how she got back to her dorm but she was so glad her roommate was almost never there. She had approximately five hours before she would have to head to her night job.

The blonde sank her face into the pillow and curled into a fetal position, trying to keep her chest from being torn open further. Honestly, Emma knew that she was being too dramatic. She and Regina weren't even a couple. _We haven't made any skin contact. We haven't even kissed. We've known each other for like two days. We've haven't done anything to make me attached to her. We aren't even a thing. And yet, here I am, crying over someone I barely know. What am I even doing? God damn it Swan! _

The tears she had been trying to hold back when Regina tore her apart finally were released. She cursed herself for being so naive, so vulnerable. She was an easy target for Regina and the brunette had taken advantage of that open opportunity.

Suddenly a surge of determination and anger filled her mind and body, leaving her limb tingling. She would not make the same mistake twice. She would not give Regina the satisfaction of teaching the class without her. She also would not allow Regina to play with her feelings.

Even with the new walls erected, she was still replaying the brunette's words through her mind. The blonde heard her mind whisper lyrics right before oblivion hit her.

_So casually cruel in the name of being honest. _

swanqueenswanqueenswanqueenswanqueenswanqueenswanqueen

Emma parked her rustic yellow beetle in the parking lot and walked into The Planet, bar and restaurant. Ruby, who was already at the counter serving drinks, greeted Emma with a wolfish grin and a "Wow Swan, you look like shit."

Emma gave her close friend a small smile and headed to the back room where she prepared to start her shift.

Flopping on the open chair, she looked in the mirror and saw just how accurate Ruby's comment was. Her hair was mussed, her mascara was a bit smeared, her eyes were a bit puffy from crying, and the expression in her eyes did not hold her usual upbeat sparkle.

_Damn Swan, get your shit together, you've got a crowd to please out there. _

Choosing from the rack of skimpy tops and every type of pants anyone could imagine, the blonde grabbed an emerald sequined front zipper tube top that keep her midriff bare along with stretchy but form-fitting black leather pants. _I don't need to impress her to be able to impress someone else. _

After her outfit was on, Emma settled into the chair once again, to apply her makeup. With an assortment of makeup items available on the counter, courtesy of Kathryn, owner of the bar, Emma set herself task to playing with the different colors. The blonde applied on violet eyeliner and purple eyeshadow as people suggested to make her green eyes pop, but smudged it off as she decided that she disliked it. Instead, she put on green eyeliner and bronze eyeshadow, layering it with a bit of shimmer. Topping it off with volumizing mascara, Emma Swan felt like a whole new girl.

No matter what she had been feeling, no matter how she had looked earlier, tonight was HER night. The blonde felt another surge of confidence, mixed in with anger and determination again a certain brunette, and let that feeling carry her out to the crowd, where she'd dance to please and receive generous tips.

**Regina POV **

After Emma had walked out, the brunette sat in the dark of her classroom, stewing over what had happened.

Regina ran her hand through her hair in frustration. _Okay you say all these hateful things to her and then you make a grab for her arm to comfort her, are you out of your mind Regina? _

Her mind kept replaying the look of her plainly etched on Emma's face and how she had tried so hard to not cry in front of her. _She must hate me… _

Regina kept mentally berating herself for the shocking things that had came out of her mouth. It was rude of her to crassly dismiss Emma's personal life without knowing anything about it. It was inappropriate of her to place all the blame of flirting on Emma when she had played along with it. It was selfish of her to force Emma to transfer out of her class because she couldn't handle how the blonde made her feel. Of course everything Regina did was out of self-preservation. Why else had she said the things she said, to a student she barely knew, who probably flirted with her due to uncontrollable hormones? Why else would she still be a single, tightly-guarded women in her early-thirties who was hiding from her mother in rainy Seatt-

The vibrating of her phone on her desk shook Regina out of her self-evaluation. "Mills," the brunette said by way of greeting.

"Hi Regina!" The brunette considered Kathryn to be the closest thing she had to a best friend. Her friend knew her too well and noticed the slight sadness in Regina's tone. "What's wrong honey? You don't sound like the Evil Queen today."

Regina's mouth quirked into a small sad smile at their inside joke. She had overheard several of her students dub her the "Evil Queen" the first day of class, probably due to her work load and haughty eat-shit-and-die look she had perfected.

The brunette pinched the bridge of her nose, trying not to think about a certain blonde. "Nothing, I'm just a bit stressed out and tired, that's all." Regina could hear the blasting of music behind Kathryn's voice.

"Oh girl, you need to relax some time. Only God knows the last time you got laid."

"Kathryn please, don't be so vulgar with me," Regina lightly scolded. She knew Kathryn knew she secretly liked to be teased like that. One of the reasons why they were friends.

"Hahahaha anyways, why don't you come down to the bar today, since you probably don't have much to grade after two days of class."

Regina contemplated, deciding it was a good idea to get out and have a bit of a social life. "Sure why not, I'll be there in forty-five." With that, the call ended.

The brunette knew that Kathryn's bar was far from the college campus so there wouldn't be a chance she'd bump into any students, especially a certain someone.

She heard herself release a big sigh and stood up tiredly. _Am I even dressed for a bar? She looked down. Does it even matter, Regina? You have no one to impress._ Grabbing her keys and briefcase, she headed out.

swanqueenswanqueenswanqueenswanqueenswanqueenswanqueen

Regina pulled open the doors to the The Planet and her senses were immediately assaulted. Multicolored lights were flying everywhere. Crowds of people were jammed together, one part of the bar for dancing, the other for dining and hanging out. Disturbia by Rihanna was blaring and echoing through the club. There were people hooting and howling at a slim red-head dancing on the stage, wearing a very revealing top and booty shorts.

Although the brunette had been here several times, she was not yet comfortable with all the rowdy and sweaty crowd. Plus she was definitely too dressed up. _Oh Kathryn, the things I do for you. _

Regina spotted Kathryn who waved to her eagerly from behind the counter of the bar. "Regina! You made it. You look too fabulous for humanity to fit into this crowd aha. First drink is on the house. What would you like?" Kathryn was trying hard to loosen up Regina who looked like she had been punched in the gut a few times.

"Well, I'd really like to have some Ambonnay cuvée champagne but after looking through your stock the last time, I'll settle for a Cosmopolitan." Regina gave Kathryn a small smile who signaled Ruby to serve the brunette's drink.

"Regina, I'd love to talk some more but I'm totally swamped with bar stuff so I'll catch you when I can." Kathryn gave Regina a small squeeze on the shoulder. "You should stay here for awhile and enjoy the show. One of our newest favorites is about to come on stage!" With that, Kathryn flounced off, leaving Regina sitting on the barstool, alone, while everybody else seemed to be having the time of their lives.

She watched her vodka swirl in the glass, feeling her body slowly succumb to the effects of drinking. _I'm such a lightweight… _

Another song started to blare and Regina vaguely registered the lyrics. "I still feel your touch in my dreams..." Oh did she ever. She felt pathetic.

The brunette dragged her eyes from the bottle in hand to the stage where people were making cat calls and a ruckus in general. _What is happenin- _

That's when Regina saw her. She-who-shall-not-be-named was up on the stage, solo, dressed in a sparkly skimpy green top and and ass-hugging leather pants that left little to the imagination. She was currently doing a sexy hair flip while purring like a cat on all fours. She gracefully stood up and did a seductive body roll, slowly tracing her hands up her body and through her hair, letting the blonde locks fall around her face. She radiated confidence and sexual energy as her body moved to the music and fueled other people's dancing as well.

Regina absolutely could not tear her gaze away from the blonde. Her breath hitched and she could feel a shock wave of heat run delicious through her lower abdomen as the blonde used her hips to guide her body into a twirl.

_Emma_, her mind whispered, finally relinquishing some control. A little whimper she had been trying to suppress, made its way out. Luckily, nobody heard her as all their attention was on the tempting vixen whipping her long blonde locks back and forth. She licked her lips and drowned her drink, vaguely ordering another one.

If anyone was actually observing Regina, they'd see her lips parted, her hooded gaze unable to hide her desire. Regina vaguely thought because she was secluded in the back of the bar with several unknown people behind her, it didn't matter. She could let down her poker face for once and let her feelings show. But Regina failed to notice that Ruby was still there, behind the counter, preparing another Cosmo while staring at the brunette and how she blatantly stared the blonde.

Emma had gotten close to one man, almost shoving her chest into his face, making Regina growl in response. _Does she have no sense of decency or self-respect?_ The brunette was so tempted to march up to the stage and slap the goofy look on the man's face as well as the sexy look on Emma's face. Nothing could stop her from doing whatever she wanted, but she decided against it. _Emma already hates me. _

Taking another sip of her vodka that had become warm from her tight grasp, Regina stewed silently in frustration. She had the strongest urge to take off her blazer and cover Emma with it. She wanted to shove Emma against the bar wall and kiss the sexy right off her face. The brunette wanted a lot of things but did not allow herself the satisfaction of acting on any of it.

Suddenly, with her nerves on fire and skin sensitized to the point of pain, someone with a cold drink in hand, bumped into her back, causing Regina to shoot out of her seat and give an uncharacteristic yelp.

The music was still blaring and no heads turned, besides Regina. Her eyes narrowed in on her prey who turned out to be a petite brunette who sported a pixie hair-cut and a simple pastel dress.

She stuttered, "I'm - I'm so sorry Mrs. I didn't mean to bump into you or scare you. I just tripped ove-"

"What is your name, dear?" Despite her drunkenness, Regina arched her perfectly plucked brow. "Blanchard. M-Mary Margaret Blanchard."

With as much annoyance and haughtiness Regina could put into her tone, the brunette replied."Well, Mary Margaret, you assaulted me from behind, I would call security but seeing as I came out relatively unscathed, you're off the hook." _I can't believe I let my guard down. I actually screamed... _

"Stop staring dear, it's rude." And with that, Regina turned around and continued to watch Emma dance, clearly unfazed by the incident. The same couldn't be said for Mary Margaret who looked positively horrified at Regina for a few seconds before she could gather her wits and disappear into the crowd.

Moments after the pale woman disappeared, Emma's dance ended and she sashayed into the backroom, leaving the the audience roaring for an encore.

_She can't notice me_. Regina looked down at her wristwatch in an effort to hide, noticing that it was already way past her usual bedtime. She'd be exhausted for class tomorrow, but didn't make an effort to care anymore. The room seemed to be spinning and she felt dizzy, as she sipped on her third Cosmo.

The brunette chewed on her lip. She wanted to talk to Emma tomorrow, see how she was holding up, but also confront the blonde for putting her decency on the line tonight. However, the blonde would probably be situated in another class by tomorrow and the chances of them bumping into each other would be minimal. Her head started to hurt from all this thinking and she downed her last drink.

Regret choked up Regina as she walked out to her car. She stumbled from imbalance due to her raging desires and multiple drinks. Suddenly someone bumped into her back. The brunette turned around and slurred slightly, "Mary Margaret are you jokin-"

The words died on her lips as she saw who it was.


	4. Unexpected

A/N: hello fellow readers! thanks for the follows and reviews! this week has been particularly busy and i'm waiting for spring break to write my heart out. don't forget to drop a quick review!

disclaimer: don't own OUAT characters, The Planet, or Bette Porter's one-liner.

enjoy!

**Chapter 4: Unexpected**

**Emma POV **

Emma made her way out of The Planet wearing just a trench coat over her dance outfit, with most of her makeup wiped from her face. Although worn-out, the blonde felt herself walk to her car with a bounce in her step, her body still moving to the music and blood burning from all her emotions. Exhilarated by all the tips she had made tonight, Emma vaguely decided to reward herself tomorrow.

As she put her hand on her yellow beetle, Emma heard some very offensive words being exchanged. She paused, her head cocking to one side. That voice, she could never mistake. _Regina. _

Emma turned to where the bickering was coming from, her green eyes seeking out Regina's form.

The brunette was standing there, slightly swaying, as she used her death glare on a man she towered over. The man, dressed in a leather biker jacket with tattoos running down his arms, attempted to grab Regina, who struggle to push his weight away.

Emma took a step forward, in disbelief and anger. _Who was messing with Regina? _

The assaulter said something in a low, menacing voice and Emma wasn't able to overhear.

However, she did hear Regina growl, "Bring it on you fucking dwarf!" Even in her drunken stupor, the brunette was able to lash out her haughty eat-shit tone.

The blonde felt herself moving quicker to Regina's Mercedes Benz where the two fighting adults stood.

Emma was close enough to smell the man's cheap cologne wafting in the air when she saw Regina's body slam into the black Benz with a muffled thud.

"Hey!" Emma fully emerged from behind the car to confront the attacker. _No one is hurting Regina and getting away with it-. _

Regina was crumpled on the floor next to her Benz, haphazardly trying to get up before Emma noticed. But the blonde had already taken notice and crouched protectively next to the brunette, raking her eyes over Regina to access for any external injuries.

With nothing but Regina's mussed hair and shortness of breath out of place, the blonde turned to the mysterious man. "What the hell do you think you're doing? I'm going to call the police!"

Emma felt a hand grab her bicep. It was Regina.

"Don't." The blonde started to argue but Regina silenced her with another, "don't, for me Emma." She sounded decidedly sober despite her actual state.

"You better leave before I kick your ass." Emma kept a hand on the brunette's knee as she glared up at the man. The blonde knew it was a weak attempt to ward off another attack but it was worth a try.

He sneered. "Watch out lady." With that, he swaggered away as if nothing happened. Emma's eyes narrowed at the "dwarf" before turning to Regina, eyes shining with concern.

"Why are you...how…" The brunette's mumbling told Emma she was more drunk than she tried to conceal.

"Gimme your keys, I'm driving you home." Emma reached out for the Benz keys that were laying on the ground besides Regina, snatching it up before Regina could grab it first.

"You're not driving my car," slurred the brunette, indignantly. Emma found it highly endearing how protective Regina was of her car, even when she was drunk and had just gotten harassed.

The blonde didn't waste her breath trying to argue with Regina who seemed ready to pass out. Instead, she wrapped her arms around the brunette's waist and stood them up, propping the older women up with her own body. Regina was trying to stand straight but ended up throwing her arm around Emma to be guided into the passenger seat of her car.

The blonde bit back a groan. Regina's body was deliciously pressed up against her own. It did not help that her adrenaline was still rushing and the brunette smelled like apples and cinnamon.

After Emma finally got Regina situated in shogun, she walked around the Benz. _God Regina, you don't know what you're doing to me. I'm supposed to be mad at you damn it. _

"Wait, I don't know where you live." Emma looked over at Regina who squinted when the blonde snapped her fingers.

The brunette mumbled something about a "108 Muffin Street" and pointed fingers at places to turn, the pointing turning into awkward gestures of frustration when Emma turned at the wrong place.

Emma heard Regina mutter something that sounded like "idiot" and "peasant." _Yelling at me even when you're drunk eh? You control freak._ Emma couldn't resist smiling throughout the drive.

They soon arrived at an extravagant white mansion that probably costed more than Emma would ever make in her lifetime. The blonde had to almost drag Regina to the door, fumbling in a balance act which was a toss up between dropping Regina or her house keys.

As the blonde and brunette moved in tandem from the porch to finally behind the front door, Emma struggled to get the seriously drunk and now very sleepy Regina up the stairs to her final destination of the night. Every time the pair would ascend another several step, Regina would trip because of her heels, slamming into the wall or Emma. There was one last step before they'd reach the second level when Regina stumbled and sent both of them tumbling down to the ground in a tangle of limbs.

_God the Evil Queen is such a lightweight I don't even believe it,_ Emma thought before she realize she was partially on top of her teacher in a very "inappropriate" way as Regina would put it. _But it feels so good_. She looked at Regina who was studying her with barely lucid eyes.

Emma jumped into action, embarrassed by Regina's stare when she heard the brunette whisper "Emma…." The blonde paused in mid-action for a moment. _She called me by my first name. _

Regina's groaned and the blonde resumed guiding her into a random bedroom which turned out to be Regina's very own master suite.

Emma unceremoniously dumped Regina on the bed, her arms and legs burning from all the exertion of effort tonight. The brunette moaned as Emma removed her uncomfortable heels and tucked her under the soft covers. These actions came so naturally to the blonde she didn't even realize how domestic and mundane it was. Sitting on the other side of the bed, she stared at the brunette for a few more seconds before turning to leave. _It's the right thing to do_.

She slowly extracted her wrists from Regina's grasp until she heard two words softly murmured that made her feel dangerously close to falling off a precarious ledge she had been clinging to.

"Don't leave." The brunette did not open her eyes, did not sound drunk, and did not release her grip. The unspoken "me" in that sentence hung on the silence.

Emma pursed her lips. There had been no other cars parked in the driveway, no other people in the house. It was only her and Regina.

"Okay." Only then was her wrists released and Regina snuggled deeper under the covers. The subtle changes in the brunette's breathing indicated she had already fallen asleep.

The blonde slowly laid down, on top of the covers, struggling to be honorable. She wanted to do nothing more than slide under the warm covers and snuggle with her teacher. Resisting the urge, Emma turned to her side facing Regina and studied her as she slept.

The only source of light was the moonlight filtering in through the curtains but it was enough for Emma to see how peaceful and relaxed Regina looked. Regina gave a light snore and Emma had to stifle a giggle. _Oh my god she snores a little bit. _

Emma closed her eyes and smiled, scooting a little closer to Regina for warmth. Exhaustion quickly took over and they both slept soundly.

swanqueenswanqueenswanqueenswanqueenswanqueenswanqueen

**Regina POV **

Sunlight streamed into the room, hitting Regina's closed eyes. She groaned. Her head was throbbing from a hangover and her body felt like it had been slammed multiple times into a wall or something. Oh god, what did I do last night? The brunette tried to rack her mind for last night's events but only vaguely remembered flashing neon lights and someone holding her waist tightly.

_Ughh I should get ready for class…. wait. It's Saturday_. Regina sighed and snuggled deeper under the covers, enjoying the sensation of warmth that surrounded her back and legs. The brunette shifted slightly then stiffened. Someone was pressed up against Regina's back and she felt leather clad legs rub against her own.

Then it came back to her. Emma. The dancing. The assaulter. The struggle up the stairs. That was all but it was enough to make Regina stop breathing for a moment and lay still.

Her eyes fluttered close, and she focused on what she felt. There was a hand draped possessively around her waist. Emma's breasts were pressed into Regina's back and the delicious sensation was seared into her brain. Emma suddenly moved, snuggling her face closer into Regina's neck and their legs tangled together more. The brunette resisted the urge to turn around, bury her nose in Emma's hair, and inhale her essence. _She smells like warm vanilla sugar. _

Regina realized how easily she had let her guard down for Emma. She let her emotions get the best of her. She had gotten drunk. She had fallen asleep with another person in the same room as her, let alone the same bed. She had gotten _soft_.

_Where has the Evil Queen gone?_ The brunette cringed inwardly at the thought.

Regina tried to take her mind off of their her self-evaluation and close proximity to Emma by thinking about the past night. That man, he tried to attack her and take advantage of her drunkenness. She couldn't help but release a little shudder. _How could I have gotten so drunk? Oh yeah…_

Images of Emma drawing her hands up and down her body while dancing made Regina flush. She tried not to fidget but her skin was sensitized and the brunette could only bite her lips to keep from moaning. The blonde's body wrapped around her right now didn't help. _Get a grip, Regina. This is your student remember?_ The she remembered. _But Emma won't be my student anymore... _

Regina chuckled softly, causing Emma to slowly awaken and stretch out. The brunette freaked out, shutting her eyes and pretended to still be asleep. She couldn't control the fluttering of her heart but she forced her face to relax. _Breathe Regina. Just breathe. _

She felt the blonde stiffen besides her in mid-stretch, probably realizing the predicament she was in. Emma stop breathing and Regina forced herself to take slow, even breaths. The blonde snuggled back into the spooning position they were in and Regina just laid there, trying to memorize the moment.

Several minutes later, the blonde started slowly inching away from the "sleeping" Regina. Emma gradually untangled herself from Regina and softly rolled off the bed. It was probably a minute before Regina heard anymore movement. She listened closely to Emma's padding out the bedroom and down the stairs get softer and softer until it was out of earshot. Only then did Regina dare to open her eyes and take in a deep breath as she stared at the ceiling. Her eyes squeezed shut as she heard Emma walk back into the bedroom, setting something down on the bedside table.

_What is she doing?_ Regina heard crinkling of hard plastic and then silence. Emma padded back out and did not come back this time.

The brunette's heart was pounding, almost louder than her headache. _What have I gotten myself into?_

**reviews are scientific proven to make me writer faster (;**


	5. Food for Thought

A/N: i was going to publish this chapter on monday but i just reached 100 follows on this fanfic which is a HUGE deal to me so this early chapter serves as a THANK YOU. if you watched rizzoli and isles 4x15, you might recognize a few things from that episode. you might also recognize a grey's anatomy scene in here too just because i couldn't resist.

disclaimer: don't own OUAT characters, lyrics, or show references.

enjoy!

**Chapter 5: Food for Thought **

**Regina POV**

Regina spent her Sunday trying to perfect her lasagna, despite Kathryn's multiple attempts to convince her that her lasagna recipe was already perfection. She concocted dish after dish, which covered almost all her kitchen countertop space. Unwilling to waste, she delivered them to a food kitchen later on.

By Monday morning, the brunette felt like herself again. Lonely, but in control. She had decided, while baking her 13th dish of lasagna that she would apologize and thank the blonde the next time they'd meet on campus and she would never see Emma again. That was settled.

Regina parked her Benz in the currently empty lot. She'd never see Emma again and that attraction she could not deny, would be squashed by time, distance, and her own resolve. She even wore her favorite power suit to give herself an extra burst of confidence.

Her heels made a sharp staccatoed echo through the empty hallway until she reached the entrance to her room. _It's unlocked…_ Regina looked at the door knob, realizing that in her ridiculously emotional state of mind last Friday afternoon, she had forgotten to lock her own door. _Never again._

Regina narrowed her eyes in irritation against herself, which she then turned outwards. _Incompetent janitors around here don't do the job they were paid to do, including checking that the classrooms are locked and safe. What a waste of the college's salary budget._

She flipped on the light switch and started making her way towards her desk. _I've been so unproductive this weekend. Need to step up my game._

After three steps, something out of place made the brunette freeze. Sitting casually in one of the front seats was her nightmare. Her weakness. Emma.

The blonde gave her a tight nervous smile and made her way over to where Regina was still standing. Her signature ratty old red leather jacket that Regina abhorred was back. Her hair, naturally voluminous and wavy, bounced with her each step. _She looks so good. _

The brunette opened her mouth to ask why Emma was here, but the blonde silenced her. "Wait Regina, before you start, I want to say something."

Regina tilted her head to the side to indicate for Emma to continue. She felt her heart pounding loudly as the blonde's close proximity along side the memories set off a rush of heat in her lower abdomen. She tried hard not to blush about what happened Friday night and Saturday morning.

Emma continued. "I don't know if you remember what happened Friday night. But if you don't, you were attacked by this psycho outside The Planet and you were really drunk and coincidentally, I was there so I intervened. You told me not to call the police so I didn't." The blonde ran a hand through her hair. "Um, I drove you home and got you into your bed...and left the aspirin on your table before I left…"

Regina tried to keep from smirking, knowing exactly what things Emma had purposely left out.

"Sorry I kinda ransacked your cabinets to find the aspirin." Emma ran her hand through her unruly hair again. _She's really nervous about talking to me..._

The brunette was touched by Emma's kindness and her ability to care for others, despite the lack of visible care for her own interest and well-being. Her mind flashed back to the bar dancing.

Emma gave her another nervous smile and Regina was rendered speechless. "Emma...I…thank you." _God, Regina, articulate will you please? _

"Yeah no problem." The blonde tucked errant strands behind her ear. "Um okay I know we got off on the wrong footing and both of us are equally liable in blame for our actions. I'm sorry for saying inappropriate things and I take full responsibility for being late. I think you're a really great teacher and I don't want to miss out on an opportunity to learn from the best. I'm willing to start over if you want you."

Flattery usually did not work on Regina, but she could not resist raising her chin slightly in agreement with the "great teacher" comment. Emma gave her a hopeful look that suddenly made the brunette's knees go weak.

"You practiced that didn't you?" Regina realized and smirked.

"Yeah, with hand gestures but I dropped those… I'm just saying that now is not the time to give up on me, okay?" Emma made direct eye contact with Regina, her green eyes radiating her unspoken hope and feelings.

Regina's resolve to never see Emma again, never feel those dangerous feelings again, started to dissolve with every word that came out of the blonde's mouth. _I'm powerless against her… _

The brunette looked everywhere besides Emma's searching gaze. She didn't know what to do. Should she say no? Live the Evil Queen reputation she had painstakingly built up to keep people out? Or should she take a chance? Jump off the edge, never knowing if there's solid ground below or hand to hold or hell to pay?

_Wait. No._ Regina mentally scrutinized her thoughts. _Emma is just asking to have a fresh start, to be her student again. There is no jumping off any edge. Regina, stop being so dramatic. _

Finally, the brunette took a deep breath and looked into those too-green eyes. She softly said, "Go outside." She saw Emma's brows furrow into confusion.

"What? Outside outside?" Emma was searching her face, probably looking for some kind of real answer to her request.

"Outside my classroom," Regina clarified.

The blonde trudged out slowly, her shoulders slumped in defeat, her combat boots dragging.

Regina knew from the lack of noise that Emma had not moved since the door closed behind her. She walked to her desk, set her stuff down, then called out loudly. "You can come in now."

Emma came in slowly, hesitating at Regina's mixed signals.

**EMMA POV **

Emma stood just outside the door, feeling like she had been gut punched. She had come early to class, waiting for Regina. In her mind, as she sat there, Emma had reviewed the speech she had practiced on the weekend.

_You're such a fool, Swan. Did you really expect anything less evil than a cold-hearted dismissal from the Evil Queen? I thought you said never again! Look at what's happened AGAIN. _

Emma took a shuddery breath, that stopped in the middle, when Regina's deep melodic voice interrupted her thoughts.

"You can come in now."

Wait what? The blonde pushed open the door, her gaze flying to the spot she last saw the brunette standing. She wasn't there. Instead, Emma's searching gaze found Regina standing behind her desk, rearranging the papers piled on her table.

She heard her own mind telling her to stop walking, but Emma's body kept moving forward to Regina, who was drawing her in like gravity. Stopping a foot away, she felt like her heart was about to beat out of her chest. Is Regina giving me another chance?

She looked at the base of Regina's neck, eyeing the quick tempoed pulses of her heartbeat that was clearly visible under her skin.

Regina cleared her throat and held out her hand. "Hello, I'm Ms. Mills and I'll be your Advanced English 101 professor for this year." The brunette gave Emma a tight-lipped smile which prompted the blonde to give her a full grin.

She slipped her own hand into Regina's waiting one, suppressing the tingling she felt where their skin came in contact.

"I'm Emma Swan. Please don't call me Miss Swan. It makes me feel old." Regina smirked at the request and pulled her hand back. The blonde missed the contact immediately.

"I expect you not to be late and actively participate in class. If you have questions about anything," Regina hesitated. "...I expect you to see me after class about them."

With that, Regina turned back to her table and awkward silence ensued. Emma stood, not knowing what to do next. The brunette peered at the blonde. "Well?" She tilted her head towards the student seats.

Emma felt her cheeks heat at Regina's comment, feeling very uncomfortable as she made her way to her old seat. _Damn Regina, hot one moment and cold the next…_

**please review review review!**


	6. Integrals

A/N: hi guys! this is probably one of my chapters written so far just because some of the events that happen later in the chapter are taken from my own experience. plus i've been learning integrals in calculus (more like struggling) so i decided to make use of my knowledge. i hope i explained the integrals correctly...

disclaimer: wish i owned the OUAT characters but i don't. boo.

enjoy!

**Chapter 6: Integrals**

**Emma POV**

Almost everyday after their "new start," Emma made an effort to stay behind after class and ask for clarification, even though she didn't need any. Emma was on her game in English but that couldn't be said for the rest of her classes. Calculus 101 was kicking her ass and Organic Chemistry A made zero sense. Her night job took up the other half of her life besides classes, which meant she didn't really have time to study, besides those few hours before her shift and the hours after her shift, aka her only sleep time. But Emma's priority was English. Well, Regina. But also English.

Two weeks had passed since their fresh start and because it was a Friday, Emma was completely burned out, physically from her nightly dancing and mentally because of Regina. Every time Regina would lecture or make any announcement, they'd make direct eye contact and Regina's lingering gaze gave Emma fluttery feelings. But every time Emma stayed after class, Regina would seem annoyed, almost exasperated that Emma had so many questions. _Why am I even attracted to such a person?_ The brunette's annoyance fueled the blonde's own annoyance. _What the hell is up with all these mixed signals? Does she even like me? Why would she? If she had known I was in her bed basically cuddling her, I bet she'd blow a gasket._

Directions interrupted Emma's internal musings. "I'll allow you 15 minutes to complete your work before you turn it in." The brunette let her students work in silence as she sat at her desk and started grading other papers.

The blonde rested her head on her palm of her hand and studied her teacher. Emma didn't know why, but she couldn't keep her eyes off of Regina. She was wearing a navy blue pantsuit and heels that were probably hurting her feet. Her attention was focused solely on paper in her grasp, with great intensity, _just like how she's looked at me before our fresh start…_The brunette suddenly rolled her eyes, shaking her head, with a how-stupid-are-my-students look written plainly on her face. _Well that's how she keeps looking at me now when I approach her to ask things..._

Emma finally gave up looking at Regina. She sprawled her arms and head on the cool table, unable to care about how she looked anymore in class. Closing her tired eyes, the blonde let her mind wander. _Regina will definitely have something to say about sleeping in class but I just really don't care anymore. I won't care as much as Regina hasn't care for answering my questions. Giving me the cold shoulder? Two can play at this game._

It seemed like an only an instant after Emma had dozed off when she had to wake up. her exhausted mind barely registered Killian, who was nudging her awake. "Swan, wake up mate. Ms. Mills has been glancing over at you for the past few minutes. You don't want anymore trouble with her majesty." Killian's dislike for Regina was obvious in his sarcastic tone.

Emma snapped her head up to look at Regina, who elegantly arched her eyebrow. The blonde returned the look with the roll of her eyes but sipped at her coffee and sat up straighter in her seat for the rest of the period.

After class ended and Killian gave her another pitying smile before leaving, Emma strided over to the podium where Regina was standing.

"I assume you have something to say to me, Regina?"

"Miss Swan, I prefer if you would call me Ms. Mills, as all my other students. It is highly inappropriate to address me by my first name when I haven't given you permission."

_Well it was inappropriate for you to disrespect my wishes by calling me Miss Swan. It was inappropriate for you to tell me "don't leave" while you were drunk and vulnerable. It was inappropriate for you to keep giving me those gazes that seem to see into my soul._ There were a lot of "inappropriate" things Emma could have shot back at Regina, but she didn't. Her jaw just tightened and she waited for Regina to continue yet another lecture.

**Regina POV**

She could tell Emma was annoyed by her. The brunette found herself infuriated at the blonde as well.

Emma had deliberately come by everyday after class to ask her questions Regina definitely knew Emma had the answers for. She knew Emma was trying to spend more and more time with her, trying to wiggle her way under Regina's skin. However, because she was trying to honor their "new start," Regina had refused to treat Emma as anything other than a student. She had intentionally used her irritated tone when answering questions when she was actually more than happy to assist Emma.

But the brunette also knew, from Emma's looks, that she was absolutely exhausted. Her usual intensity, through her body language and actions, was lacking. Her interaction with other students, especially that boy Killian, was absent. There were dark circles under her eyes that was accentuated by her pale skin. Regina had studied the blonde's eyes struggle to fight her sleep-deprived body but in the end, sleep had won her over.

Regina didn't want to notice all these things. But she did. She didn't want to care about what the blonde did outside of her class time or who she interacted with. But she did. She didn't want to be concerned about the lack of sleep Emma was getting. But she was. She didn't want all these things but she could not seem to force herself not to notice them, not feel anything about it. She was losing control. This made her weak. This made her angry, at Emma but also herself.

"Being able to write an A paper essay and string words together is an admirable talent, Miss Swan." Hauteur was one of her most practiced skills. Regina used it to her fullest, leaning in closer to Emma to give her words emphasis. "It doesn't make you an admirable person. And it definitely doesn't give you the option of sleeping in my class. I suggest you set your priorities straight."

Emma was unfazed and drew in closer as well. "No, I wouldn't say I was an admirable person particularly. With all due respect, Ms. Mills," the blonde drawled out her name, "the fact that you've reprimanded me about your rules more than twice since class started this semester makes me want to break them even more." There was a challenging, slightly threatening undercurrent in that statement that made Regina want to flee. The blonde had a taunting smirk on her face.

Regina sensed something in Emma as their gazes locked. Decision, determination, desire. Her mouth went dry. Being outmatched by someone else was not something that happened often. It was even rarer when anyone or anything truly frightened Regina. Though the blonde said no more, though she moved closer, Regina found herself fighting back her fear, her loss of control - and the knowledge that the game the blonde challenged her to, she would lose because Emma would look into her eyes and know each move before she made it.

Regina schooled her features, only giving the blonde a deadpanned look. Emma stepped back but continued to look at her for long silent seconds before she said anything.

"If you don't have anything else to say Regina, I'm going to the library now to try and get my priorities...straight." _Was that a crack at homosexuality?_ Emma grabbed her stuff and swaggered out of the classroom, leaving Regina frozen and stunned yet again.

She struggled to sort through her own thoughts. _I'm just imagining things_, Regina tried to persuade herself. Of course Emma couldn't see into her and read her thoughts. She was just… Emma. Since the game was hers, and only she knew the rules, she wouldn't lose. She couldn't lose. Settled once again, Regina busied herself with typical paperwork.

The brunette refrained from calling Kathryn to talk to her about what happened, for both Kathryn's and Emma's sakes. She didn't want to be bothersome to Kathryn and she didn't want Emma to face bias from Kathryn if Regina told her what was on her own mind. She was unsure of what would happen next.

So instead, the brunette sat alone in her empty classroom, never hearing silence quite this loud.

swanqueenswanqueenswanqueenswanqueenswanqueenswanqueen

A week had passed and they did not speak a word to each other. Regina felt on edge. Every time she looked over to Emma, the blonde was in animated conversations with those around her, especially Killian. _Please Emma, you could do better than him_, Regina thought before she quickly shut down that train of thought. _Stop caring. You're not even good at it._

The brunette couldn't help it. The blonde had stopped staying after class, stopped asking her questions, stopped interacting. Every day after her students had left, Regina would resist the temptation to run down to The Planet just to "catch up with Kathryn." But she knew deep down that she wanted to go check up on Emma, to see her dance so sensually, to torture herself.

Every night, she'd cook herself something, eat alone, wash the dishes, grade papers, and get ready for bed. She'd get into bed at 10, tossing and turning at the knowledge that Emma was still on the stage dancing, allowing people the pleasure of watching her. She'd close her eyes and the blonde's image would appear. She'd bury her head into the pillow Emma had slept on and inhale but her scent was long gone. She was slowly driving herself insane.

However, just because her insecurities and problems bubbled up to the surface when she was alone did not mean she would allow anyone else to know about it. At school, she was cool, calculating, cold. She could feel her Evil Queen act was darkening her heart but she didn't care.

Today, she overheard Killian inviting Emma out to go bowling. She assumed the blonde would not turn Killian down so if Regina paid a visit to the library, they wouldn't have a chance of bumping into each other. _People usually run away from me. Since when did I start running away from people?_

Regina grabbed her briefcase, opting to take a stroll to the library instead of driving her car there. The sun was shining and Regina felt her body warming beneath her beige silk blouse. Although her heels were not made for walking, the brunette was determined to enjoy her walk and the beautiful weather.

Inside the library, Regina walked up to the counter and tapped on the little bell. Her eyes narrowed as she saw who walked up to serve her.

"Mary Margaret," Regina almost spit out. "What a pleasant surprise."

"Oh um hi, Ms? I didn't catch your name at the bar." Mary Margaret blushed in embarrassment.

_Why am I wasting time with this fool?_ "Ms. Mills." Regina cut straight to her question. "Where is main librarian? I need to ask her something."

"Oh well, she's out sick and I'm her new assistant so maybe I can help you."

Regina rolled her eyes. "Never mind." She walked away, unable to deal with Mary Margaret. Her nerves were already frazzled and annoyed as they were.

Headed towards a specific destination near the back of the large library where she could be alone with a book she picked up along the way, the brunette was startled once she had reach "her" spot.

The one person she wanted to avoid was seated at one of the many computers stations scattered throughout the building, near Regina's reading place. The click of heels broke Emma's concentration on the textbook in front of her and she looked up, directly at Regina.

Regina stopped, deliberating whether or not she should turn around and walk away or face what would be inevitable. The brunette was confounded by her own mind that had even thought of the option of walking away. _I'm Regina Mills. I'm the Evil Queen. I don't walk away from the things I fear. I handle them straight on._

She straightened her posture even more. She'd pretend she was more interested in the subject matter than the subject herself.

**Emma POV**

Emma had deliberately been giving Regina the cold-shoulder this past week. She had stop asking question, stopped all interaction, even stopped making direct eye contact. But she had always paid attention to Regina in class and had even found her under the brunette's intense observation when she thought Emma wasn't looking.

Did Emma have a reason, a motive, for this behavior? No, not really, nothing really came to mind. But as she danced every night, with the heart beating to the music and the people cheering for her, Emma had been thinking of Regina and her own lack of action. Maybe it was her way of saying, it's your move Regina. Honestly Emma wasn't sure.

But as she sat there and waited for Regina to either come closer and greet her or walk away, the blonde saw her teacher's gaze flicker down to her lips. Emma licked them unconsciously.

Then Regina confidently moved forward, heels clicking once again. Emma braced herself.

"Hello Miss Swan."

"Hey Regina." The blonde purposely used the brunette's first name against her wishes in response to her own wishes of not being called Miss Swan being disregarded. She knew it annoyed the crap out of Regina and took much amusement in it.

"I didn't expect to see you here, especially this far back in the library."

"Oh yeah well I like this part of the library. Almost nobody comes back here," _besides me and you_. Emma didn't say what she thought. "I thought I'd ditch Killian and his bowling for some studying. My calculus class is kicking my ass." The blonde gestured to her math-related items scattered in front of her.

She scratched her head as Regina looked over at her screen, to her open textbook, to her scrawled and dog-eared homework, to her bitten pencil.

"I could help you if you'd like. Integrals right?"

Emma was taken aback. "You can help me with integrals?"

"Let me inform you that I've attended Stanford. I'm not incompetent with all other subjects beside English, Miss Swan." Of course Regina's condescending tone was in place but Emma expected no less from her.

"Well then enlighten me, teacher," Emma smiled.

Regina, who was now standing besides Emma, bent over to read the problem in the textbook. She glanced up at the site that was opened to , which showed the step by step solution.

As the brunette started explaining that the problem gave the value of the region bounded and that Emma would have to evaluate between those two values, she pointed to the steps on the screen using her index finger.

Instead of concentrating on what Regina had to say, Emma realized how close the brunette was to her and how good she smelled. She could feel Regina's body heat radiating from her, which made Emma hold back a moan. She remembered how it felt to hold the brunette's body. The blonde inhaled deeply, savoring the faint smell of apples that wafted from Regina.

Trying to focus on what Regina was pointing at, Emma only succeeded in thinking to herself how nice the brunette's finger was. _Her finger isn't too fat or too skinny. Oh hey, her nails are cut short._ Emma almost burst into laughter at her finger thoughts. _That was so GAY, Swan._

Emma didn't consider herself to be a lesbian. She didn't consider herself to be straight. But she didn't label herself as a bisexual either. She flirted and had casual sex with men and women alike. _Maybe I'm an alien._

"Okay Emma, why don't you try the next problem?" Regina said.

"Can you work out one problem? I learn better with visuals," Emma peered up, hoping Regina hadn't noticed Emma's lack of attention on what was important.

"Fine," The brunette replied, in a slightly exasperated tone. She grabbed a chair and place herself right besides the blonde in order to ensure Emma could properly see as she powered through the next problem at ease.

From an outsider's perspective, the blonde and the brunette secluded in the corner whose heads were bent together would make a romantic assumption about their relationship. The only people who didn't notice how intimate they looked were the two experiencing it together.

**the next chapter is going to be a HUGE turning point for them so the more _reviews_ i get, the earlier i will post it (;**


	7. Ours

A/N: my spring break is coming up next week so i'll be writing all day night long (as i attempt to catch up on multiple shows). the next few chapters after this one are going to be filled with even more sexual tension ayeee. get excited folks!

disclaimer: OUAT characters aren't mine. wah face.

enjoy!

**Chapter 7: Ours**

**Regina POV**

The two left the library around 6 since the blonde's shift started at 7. They didn't talk about how Regina ended up at the same club Emma danced at on the second day of their rocky introduction. They didn't talk about integrals. In fact, they didn't talk about anything. Instead, both walked on the path back to Regina's classroom, enjoying the silence and each other's company.

Emma seemed to be quite the popular girl, being stopped on several occasions for some small talk. But as soon as her friends sensed Regina's presence, they quickly bid their farewells and ran off.

_Am I really such a horrendous person that even Emma's friends are appalled by the thought of being near me?_ Regina gave a little sigh, only meant for herself, but Emma looked over.

"Hey, are you okay?"

"Perfectly fine dear. Why wouldn't I be?" Regina cringed internally at her own defensiveness. "I'm - I'm sorry. I'm a tad bit worn out from grading papers." The brunette wanted to cringe again, this time at her lame excuses. She knew exactly why she was so tired and the cause of it was walking right besides her.

"Regina….do you ever loosen up?" Emma slyly glanced at Regina, her voice teasing.

"I beg your pardon?"

"I think you know what I'm talking about. You're always grading papers and doing teacherly stuff. Or you're in the library, in our corner, reading something. And besides that one time you were at The Planet getting really drunk for some odd reason, I've never seen you do something…. fun." Regina did not fail to notice Emma call the secluded spot of the library "our corner."

They were almost at a full stop on the sidewalk as they look at each other. Few students were milling around this part of the campus, especially on a Friday night.

"Miss Swan, how would you know about my life outside of school? I have hobbies. I have friends." Regina felt herself lying through her teeth but it was embarrassing enough that the blonde had seen right through her exterior so easily.

"Oh really? Name two." Emma put her hands on her hips, waiting.

Regina took up the challenge. "Kathryn, your boss, for one." She hesitated, racking her brain for one more name. Nothing came to mind.

The blonde took the pause and smirked knowingly which caused Regina to narrow her eyes in response.

"This is not some kind of job interview or terrorist investigation. You aren't required to know about my personal life. Why do I see you taking more interest in what I do with my free time than in your calculus integrals?"

"Regina don't try to change the subject. It won't work." The blonde stepped closer and Regina had to use her all her willpower not to take a step back. "Besides, I've already made it my life goal to see to it that you have fun."

"Fun," repeated Regina, deadpanned. _Why is she doing this? She was ignoring me for the past week and now this? What is Emma up to?_

"Yes fun, Regina. I'm not surprised that you don't recognize the word" the blonde teased.

The brunette tried to come up with something to outwit Emma but she always had trouble articulating, let alone thinking, around the blonde.

"Don't worry, I'm not going to do anything THAT crazy Regina, chill. Well baby steps to teaching you how to have fun. Let's start with you coming with me to The Planet and we can hang out there in between my breaks."

Regina opened then closed her mouth. How had she gotten maneuvered into "hanging out" with her student, with Emma? She was the one used to maneuvering people to get what she wanted.

But before could reject Emma's plan, the blonde grabbed Regina's wrist and started walking again, at a faster pace this time, towards their mutual destination.

"Miss Swa-"

"Emma. Regina, it's Emma. It's after class hours and I'm really sick of hearing myself sound so old."

"Fine… Emma…" Hearing her own name brought a smile to the blonde's face.

Regina had always tried to avoid putting herself done in front of other people, the reason solely being her pride. She already had enough self-doubt and insecurities that she dealt with when alone but Emma made her admit things she would never tell another soul. "I don't know if this is a smart idea. I'm not the coolest person to hang out with." The brunette heard what came out of her mouth and held back a groan. The words "hang out" just sounded so awkward and wrong coming from her.

Emma stopped walking, her hand still latched onto the other woman's wrist. "Regin-"

"No, I don't need your sympathy Miss Swan, nor do I want i-."

"Shut up." Regina stopped in the middle of her self-defense. Nobody had said that to her before. Nobody had the guts to. Nobody but Emma. The blonde continued, grabbing her by the shoulders and staring deep into her eyes.

"I don't care if this is a stupid idea. And I _really_ don't care if I'm hanging out with the most uptight person in the history of the world. All I care about is showing you that you can let loose sometimes Regina. There's a wild side in all of us. Yours just happens to be buried deeper than most and I'm going to help you find it again. It's gonna be fine. Trust me."

Regina's breath hitched. She searched Emma's green eyes, trying to find some ulterior motive hidden behind her gaze, but she found none. All she saw was a stunning young woman who was trying to help her find the Regina that had been in existence before life had hardened her into what she was now.

She was tempted to reject the blonde, say "I didn't ask for your help" as she did with every other person who had tried to, but Regina found herself wanting to be helped. She honestly did not know why Emma's declaration scared her so much.

**Emma POV**

Emma didn't know where that speech came from. She was never the type to make inspirational speeches and shit but Regina made her want to be better. The blonde saw as Regina searched her face with eyes the color of melted chocolate with flecks of hazelnut. She was mesmerized by the deep swirls of brown that colored around Regina's pupils. She tried to keep her face open and sincere, fearing any sudden movements or slight change in facial expressions would send Regina running back into her old shell. She was startled that the woman standing in front of her could ever have a vulnerable side. Every interaction, every observation made of the brunette lead Emma to believe that Regina was full of confidence and haughtiness. The blonde suddenly realized that it was all just a facade.

She didn't miss the brunette's gaze flicker down to her lips for a second before meeting her gaze again. There was a shuddery breath. Emma wanted to kiss Regina precisely at that moment, being able to relate to what the other woman was feeling. The brunette was absolutely frightened, struggling with an internal battle, all her usual defenses nowhere to be found. The blonde wanted to kiss all her worries away. She had always been better with actions than words.

"Okay." Regina's voice was an octave below her usual cadence, so low and soft that Emma barely caught it.

"Okay," the blonde whispered back, smiling like an idiot on the inside. Regina had finally given herself permission to lose a bit of control. She had placed her trust into Emma's hands and Emma definitely did not want to screw that up, but the thought of seeing the brunette carefree made the blonde's heart hammer in her chest. _Score one for Swan._

She pulled her own arms back, letting go of Regina's shoulders. Smiling widely at the woman in front of her, Emma said "let's go."

As they walked the last block to the classroom, their fingers and arms brushed on several occasions, sending shockwaves through Emma each time. Regina looked over at her several times, her eyes filled with deep mystery and barely masked desire and the blonde gave small "trust me" smiles back.

swanqueenswanqueenswanqueenswanqueenswanqueenswanqueen

Few words had been spoken during car ride to The Planet but the silent was compatible and Emma was grateful. The blonde only had few precious times of silence and disliked people who tried to fill in silence with chatter which made the whole situation even more awkward and annoying. Regina wasn't one of them. The brunette had glanced over at Emma several times as she drove, her expressions unreadable.

Finally inside the bar, the brunette immediately started walking towards the bar but Emma grabbed her arm and guided the lost Regina to the backroom.

"You do know that you're breaking your workplace rules?"

Regina was always so anal about following rules, especially her own. Emma tried not to roll her eyes as she took off her leather jacket to reveal a plain white tight cotton short-sleeve. She threw the jacket on the worn couch.

"It's fine Regina. Kathryn knows you. I know you. Unless you're back here to steal glittery booty shorts, nobody will mind." Emma leaned in. "Besides, I'm the only one who uses this room so it'll be our dirty little secret." Emma wanted to punch herself after realizing how sexual her last sentence could be taken but in a long moment of eye contact, she saw a dangerous glint in the brunette's eyes. Emma gulped.

**the more you review, the faster i post (:**


	8. Red and Oreos

A/N: sorry for the wait people! i was dealing with some college admission stuff and yeah. anyways, i had to somehow incorporate oreos into my fanfic bc oreos are my guilty pleasure haha. we're getting closer and closer to what y'all want so keep on reading.

disclaimer: don't own the OUAT characters or oreos? i have no idea what i need to put in disclaimers tbh.

enjoy!

**Chapter 8: Red and Oreos**

**Regina POV**

By the time they had reached The Planet, the brunette had enough time to mull over her impulsive decision to give trust to Emma and calm herself. _If I can't handle whatever Emma has in mind, I can always shut it down. There's no harm in having a little fun. Even Kathryn said I needed to relax._ Regina blushed as she heard her friend's voice also saying she should get laid. _Of course that won't be happening with Emma but maybe there will be someone in club who'll catch my eye_. Regina highly doubted it.

Emma had grabbed her arm, pulling her away from the bar and into the backroom. _A little grabby are we today Miss Swan?_ Regina kept that thought to herself.

She naturally fought Emma from coming into the backroom, following the unspoken rules just as she had been her whole entire life. It was instilled in her upbringing. It was just something she did.

But Emma had said it would be "our dirty little secret" in a teasing tone and Regina realized how much she desired to kiss Emma. Everything the blonde wore showed off her curves and her cotton shirt stretched over all the right places, accentuating her flat stomach, chest, and biceps. Her pale cheeks were rosy pink and Regina decided it looked stunning on the blonde.

Unconsciously, the two had moved closer, almost sharing the same air. Emma's glimmering emerald eyes were locked on Regina's lips and the brunette knew the blonde desired her just as much. Regina could feel herself tingling with the knowledge, and it was a potent feeling.

"I'd like that," she whispered, bringing Emma's gaze back up to her own. She couldn't resist a rare wide smile as she saw Emma snap out of her daze, glazed eyes no more. _Oh, this is fun Emma._ The green eyes narrowed at her and Regina turned around, exploring the small room nonchalantly. Although the brunette could control her outer features, she could not stop her heart from beating fast, adrenaline running through her veins.

"Regina…" Emma growled, giving Regina even more amusement in the moment.

"Yes, darling?"

Turning around, Regina found herself being studied by the blonde for a quick second before she recognized Emma's change in tone. "Want to help pick out my outfit for the night? We have like an hour or so." The blonde gestured at the racks of clothing and Regina found herself arching her eyebrow at the selection.

Most of the clothes were gauzy and cheap and Regina made a mental note to talk to Kathryn later about the disappointing selection. She turned her attention back to the rack and the blonde who was pulling things off at an alarming rate.

"Emma wait, why are you grabbing so many things? Just choose colors that suit your skin tone."

Emma rolled her eyes at Regina's comment. "Regina, I'm practically albino. Any color looks fine on me, besides like super light pastels." She paused and smirked. "Unless you have a certain color in mind for me…"

The blonde's suggestive tone would receive disapprovement from the old Regina but this was the new and improving Regina, and she went with it. "Well dear, since you brought it up, I actually do."

The brunette took pride in the surprise she brought to the blonde's face. She grabbed a mini red tube dress that had several buttons down the back and thrusted it at Emma.

Emma's surprised look stayed on her face. "I thought you didn't like red on me." Regina furrowed her brows in confusion and the younger woman clarified. "Well I assumed you didn't because you always give me a disgusted look when I wear my red leather jacket."

"That's because your red leather jacket is disgusting and worn out. When was the last time you even sent it to the dry-cleaners?" Regina honestly didn't like the jacket but it was such a distinguished part of Emma that she just came to accept it.

"Who the hell dry cleans thing nowadays? Besides, I was wearing it the first day I met you so now I consider it my lucky charm." The blonde winked at the brunette and started to unzip her skinny jeans right there on the spot.

"Emma! What are you doing?" Regina caught a bit of black lace that peeked up between Emma's unzipped pants before realizing what the blonde was doing.

"Oh god Regina, don't tell me you're a prude."

"Of course I'm not," the brunette stated indignantly, thoroughly offended.

"Then? Do we have a problem here?"

_Yes, yes we do have a problem. A big problem. You're going to be almost naked in just a few seconds and I should not be in a mile radius of you because I'm afraid I'll ravish you right here right now._ She could feel heat in her cheeks, probably now tinged pink. "You just - just caught me off guard that's all."

Regina turned to the table that was decorated with an assortment of makeup, fiddling with a tube of lipstick until she felt Emma's presence next to her.

"Okay fashion queen, what's next?"

Regina grabbed the reddest shade of lipstick she could find to match Emma's dress. "This."

The brunette watched the blonde's reflection in the mirror as she applied it onto her naked lips. Naturally, Emma smudged it a bit and Regina's attention to details made her turn Emma's face towards her, in an effort to fix the error.

She saw Emma freeze, her mouth in the shape of an O as Regina used one hand under Emma's jaw to keep her in place and the index finger of her other hand to rub the stain off. The brunette had realized how intimate her gesture was and tried to downplay it, in an effort to retain some control.

"Okay now we're going with a sexy look so black mascara, black eyeliner, and some soft shimmer." Regina grabbed the items as she listed them off.

"Oh, so now you think I'm sexy?" asked the blonde in a flirtatious manner while batting her eyelashes.

"Don't push it Miss Swan." Regina was embarrassed but of course Emma didn't need to know that Regina found her extremely sexy, even without the makeup on. The blonde's ego was already inflated as it is.

"Oh my, back to calling me Miss Swan, aren't we? I've been a very naughty girl." Emma waggled her eyebrows, and a chuckle was evoked from the brunette.

"God, you're impossible." Regina felt twenty times lighter after that small laugh. She couldn't remember the last time someone made her laugh and she felt buoyed on such unrecognizable happiness.

The brunette grabbed the eyeliner and mascara out of Emma's grasp. "Here, I'll do it for you as you seem to have a problem with applying the most basic of feminine necessities."

Emma sat down on a bar stool and Regina leaned in, starting to apply the black lines across Emma's eyelids. Brushes of warmth kept caressing the outside of her thighs. Regina suddenly realized she was standing between Emma's open legs, but did not make any effort to move away. She was close enough to smell the blonde's intoxicating smell but quickly enough, Regina had efficiency and effectively put on Emma's eye makeup and was forced to retreat back for a lack of reason to stay where she was.

The blonde's eyes fluttered open to look at Regina and they shared a long moment of eye contact that communicated unspoken emotions. The bond was broken by Emma's stomach giving a loud gurgling sound which made Emma laugh.

"This is why you're so slim. You eat so rarely and dancing burns all of your calories." Regina shook her head as she observed Emma produce a package of double stuffed oreos from one of the drawers.

Emma opened the new seal and popped a whole cookie into her mouth, closing her eyes. Her face crumpled into pure bliss and she let out a low moan of appreciation.

The brunette's lower abdomen gave a small jerk. _Don't do this to me Emma. I don't know how much more I can take._ As much as Regina was turned on by that sight, her rational state of mind was still semi-intact and she was in disbelief. "That's what you feed yourself? That's nothing but sugar and fattening content."

The blonde finished chewing the oreo and then pulled another one, this time handing it to Regina.

She looked down at the cookie then at Emma, giving the blonde her best are-you-kidding-me-right-now look. Emma shrugged and this time she slowly chewed on it, savoring each bite, taunting Regina. The brunette's stomach growled at the most crucial moment of their little banter and Emma flashed a dazzling grin at Regina, knowing that she had won.

"You know you want it, Regina, stop denying yourself it. It's delicious." Regina did not believe for a second that Emma was talking about the cookie, and after a second of deliberation, she snatched it out of the blonde's hand that was waving it around.

"Fine, but only one." Regina split the two cookies apart, nibbling at the cookie without the cream first. They looked at each other eating in silence.

Regina started to eat the other half, unconsciously licking the white cream off with dainty little swipes of her tongue.

"Regina…."

"Yes?" The brunette stopped licking her cookie and peered up at the blonde who was now giving her a look of unmasked desire.

They stared at each other, both flickering their gazes from lips to eyes to lips.

Kathryn barged in. "Emm-." The sound died on her mouth.

Regina sprang away from blonde as if she was caught red-handed stealing from the cookie jar.

"Kathryn!" The brunette wanted to cringe at her fake overenthusiastic tone of voice.

"Oh, hello Regina, what are you doing back here? Emma?"

Emma ran her hand through her blonde locks. "Oh yeah, um, Regina was bored so I took the opportunity to show her around." She gestured at the small room. Regina could see the blush forming on her cheeks and felt the same was happening to her. _Oh god, this is like when your parents catch you making out. Wait, except I wasn't making out. Nor was I planning on doing so. With Emma. With my student._

Reality was catching up with Regina and she felt herself turning back into old Regina.

"Regina?" Kathryn called, a slight concerned tone filling her voice, causing the brunette to snap back to what was happening right now.

"Pardon me?"

"I was just asking if you were at The Planet for a specific reason? Or were you just here to hang out? Besides, how do you know Emma? Oh my god, let me guess. She's your student!"

Emma cringed subtly but Regina caught it. Putting titles and positions on her and the blonde only served as a cruel reminder that a relationship, beyond a friendship between them, was forbidden.

Believing in even the possibility of a happy ending was a powerful thing and Regina was glad that she wasn't one to believe in it.

**review please (:**


	9. Pulses and Impulses

A/N: okay i rarely post two chapters in a day but because of all the absolutely LOVELY reviews that i've gotten today, i decided to give you all a treat. i am SO grateful for the overwhelming support that i've gotten so THANK YOU.

disclaimer: don't own OUAT characters, The Planet, or the song.

enjoy!

**Chapter 9: Impulses and Pulses**

**Emma POV**

Emma knew what her boss was thinking when she saw Regina and her having a moment with her favorite cookies. Kathryn was analyzing every single detail, as she always did, down to the fact that Emma never shared her oreos with another soul. But Regina was holding a half eaten Oreo and Emma could not find a lame excuse to offset whatever Kathryn inferred from her unusual act of sharing.

Then Kathryn went on and guessed that Regina was her teacher. Emma couldn't hold back a tiny cringe. She and Regina had gotten so far in the past day, going from a basic student-teacher relationship to something more. _And then this happened. One step forward and two steps back._

Kathryn had excused herself and they were left alone once again, but this time, the light and fun mood had dissipated, being replaced by a real dream-crushing disappointment.

Regina had been silent for quite some time and Emma hadn't wanted to break the fragile silence before all hell broke loose but she had to say something. _Damn it!_ She could feel Regina retreating from the world, from society, from her.

She was so tempted to start singing "say something I'm giving up on you" but that'd be a very sick and inappropriate thing to do. Emma wasn't about to lose that spark she had with the brunette just because reality got in the way.

"Hey…"

"Hey," the brunette replied, void of emotions. Emma could feel her stomach dropping.

"Regina, I know you're going back into that old shell. I can physically feel you backing away slowly. Don't." Emma pleaded with her eyes, beseeching the wonderful Regina she had gotten to see for a few minutes to come back.

Soulful brown eyes finally landed on her face and they were so full of anguish that Emma just wanted to wrap Regina in a soft blanket and feed her soup. It pained the blonde that the brunette was going through so much self-doubt and she was partially the cause.

Emma didn't know what to say, how to make things better, so she settled for the standard "Are you okay?"

"I'm perfectly fine dear, don't worry about me." There she was. The guarded Ms. Mills who didn't let anyone in. The old Regina.

_You are so pathetic Emma. "Are you okay?" Do you really expect Regina to give you a fulfilling answer?_

"Listen Emma, thank you for sharing Oreos with me and everything but I better get going. I have a lot of papers to grade." Regina started making her way out of the room, out of The Planet, out of Emma's life.

The blonde panicked at the thought of losing Regina to her dark side and grabbed hand before the brunette could make it out the door, effectively stopping Regina's quick retreat.

Emma's gaze bore into Regina.

"Don't leave," the blonde blurted, her voice cracking a bit. Her mind automatically flashed back to when the drunk Regina said the same thing to her.

The blonde saw Regina take in what she said for a moment, and then they stared at each other, one gaze filled with indecision and other filled with panic. In those long moments, Emma's heart fluttered rapidly with anxiety and dread for another expected rejection.

There was a loud exhale from the brunette and she gave a little nod in acquiescence to Emma's plead, almost bringing the blonde to tears at the relief.

"Thank you," Emma whispered and the brunette's face softened.

Regina stood a bit straighter, her confidence coming back. "You don't think I'm giving up so easily on a chance to see you embarrass yourself on stage, are you?" The blonde's heart was about to burst out of her chest, with a mixture of relief and pride. _Regina is back. She isn't giving up._

"Well, I am going out to get myself a drink and a seat. Give me a good show." Regina winked and Emma slowly untangled her fingers from the brunette to release her.

The teasing mood between them was back. "Don't worry, I will."

Regina smirked and left, leaving the blonde alone but feeling accomplished.

_Get ready Regina._

**Regina POV**

The brunette ordered the finest brand of whiskey in stock and settled down at one of the seats near the stage. She had been so close to walking out of The Planet, back to her boring safety zone, but something in Emma's plead had made her stay. Maybe it was the voice crack. Maybe it was the way Emma looked at her. Whatever, it was, it had made her realize that all her life she had given up anything pleasurable and had obeyed her mother's every word. This was her life and she could do whatever she wanted with it.

Regina didn't remember the last time she had this much fun, if she had ever, and she had Emma to thank for that.

That heartbroken look in the blonde's eyes when Regina had made up that feeble excuse to leave, had tugged on Regina's heartstrings. _She wanted me to stay so bad._ There and then, Regina had made the decision that whatever happened next, she would not regret it. She'd cherish it, she'd mourn it, but she would not regret it.

The stage darkened and the next song started up. More and more people shuffled to the dance floor, bobbing their heads and swaying to the beat. Regina could feel her heartbeat start to match the rhythm of the song as memories of the last time she saw Emma dancing flash through her head.

The brunette wanted to down her glass of whiskey but she didn't want to end up drunk again. _Or maybe I do so I can have an excuse to get Emma in my bed agai-_

Regina paused in mid-thought. She knew Emma was a student but in this instant, Emma was stripped of all her titles. She was just a human being that the brunette was undeniably attracted to. She was a person who saw the good in Regina, a person who was able to break through her barriers and instill hope. She was the one who shone light into the darkness that was consuming her. She was Regina's savior.

Lost in deep thought, the brunette vaguely registered that people started howling at the next song. She recognized it's seductive melodies, her mind going back to when she and Kathryn had picked out a bunch of songs for The Planet's playlist.

Her gaze snapped to the stage as Emma confidently marched on stage, wearing nothing but her skimpy red dress and black lace up heels. The spotlight focused on her and the only prop on stage, a chair.

"I'm telling you to loosen up my buttons babe…" The husky voice of the lead singer of the Pussycat Dolls blasted out of the speakers.

Regina couldn't help but gape at the blonde in front of her, who snapped a pose with a hair flip and sent a cheeky smirk in the brunette's direction.

There were cat calls and Regina almost joined in, floored by Emma who was running her hands lightly up and down her body, slowing at her breasts, as she undulated. The blonde suddenly crouched then snapped her legs straight up and slowly straightened out the rest of her body in a seductive roll. Her legs seemed impossibly long and smooth, further lengthened by the heels she wore.

The singer teased, "baby can't you see how these clothes are fittin' on me" and Emma twirled so that she was directly facing Regina, her hair partially shadowing her face. The blonde bit her lips that were shining in the light. She grabbed the hem of her dress on both sides and moved it up and down as she swayed her hips, dangerously close to showing the black lace panties Regina knew she was wearing.

Regina's mouth went dry. Her breaths came in small little gasps and she felt heat shoot straight down to her core. _Why is it so hot in here?_

"Take a chance to recognize that this could be yours." Emma made direct eye contact again, as she grabbed the chair beside her for balance and straightened one leg directly into the air. _Is this song speaking to me?_

The blonde sat, crossing her legs and flipping her hair again as she continued to roll her body. She then mounted the chair, crouching on it as she sashayed her butt upwards until she was standing.

Regina couldn't take the scene in all at once. She was being visually assaulted by Emma's seductive dancing as her mind processed what her body was going through. The brunette noticed a slight sheen of perspiration on the blonde's face, which caused Regina's heart to pound even harder than before. Her body was sensitized, borderlining pain.

The blonde was on solid ground again, now with her back facing the crowd as she looked over her shoulder, her hair fanning over her shoulder. "I'm telling you to loosen up my buttons babe."

_There are buttons. On the back of her dress._ Regina's eyes almost bulged out at the realization and her eyes raised from looking at the dress to meet green ones. Her heart stuttered. Emma gave her a knowing smile and a wink before she saucily swayed off the stage as the song ended.

The crowd went wild for a short time before forgetting about the performance and went back to vulgar club grinding.

Regina stood silently and walked to the backroom, ignoring all those around her. Heels clicked with a sharp determination. Her mind solely focused on getting to one destination, one person. There was no actual clear coherent thought, the small insecure part of her brain completely overshadowed by the raging inferno Regina was experiencing. There was no _that's enough fun, you should go home now, this could end badly_, or any usual thoughts that would hold her back. There were no inhibitions.

She walked into the room, slamming the door behind her and saw Emma's head snap up. All Regina saw were too-green eyes widen in surprise. All she heard was the loud pulses of her heart.

"Regin-"

Grabbing the blonde behind her neck, Regina brought their lips together, effectively silencing Emma.

**any thoughts about this chapter? drop a review. (:**


	10. Catching Fire

A/N: to be honest, the reviews i get from you guys are the BEST thing in my life at this point in time so PLEASE keep them coming. i know a lot of you have been waiting impatiently for this chapter so here ya go. the second half of it is seriously hilarious (i hope not only for me). this chapter as well as chapter 11 are two of my favs.

disclaimer: don't own the OUAT characters or that GA one-liner **sigh**

enjoy!

**Chapter 10: Catching Fire**

**Emma POV**

Power. It sped through her body. Desire was a rush of heat. Need was singing through her veins.

Regina's lips were soft over her own at first and Emma found herself frozen in place for more than a few seconds, unable to process what was happening.

Then it hit her like a brick to the face, except softer and more dangerous. Emma didn't know when she reached for the brunette but her arms were around Regina, bodies merging with a silent intensity.

Emma swiped her tongue over Regina's lips, demanding entrance. The brunette moaned and easily yielded to the request. The quiet, intoxicating taste of whiskey was on Regina's tongue. Emma drank it in.

The blonde felt herself being pushed until she hit a wall with a solid thud. Regina had one hand tangled in her hair and the other cupping the blonde's jaw but Emma wasn't as honorable.

Her hands went from the brunette's hair to her face to her shoulders, lightly over the sides of her breasts, tracing Regina's curves downward. She firmly grabbed Regina's buttcheeks and pulled the brunette even closer in. One thigh was situated between Regina's core and Emma felt the heat almost burn her skin. The brunette rocked slightly. They moaned in unison.

Tongues moved in sync and besides the hum of music in the backdrop, only short ragged breaths and low moans were to be heard.

Mouths separated and Emma gasped for air. Her eyes fluttered open. Regina's lips were swollen. The blonde grabbed the brunette's waist and flipped their position, pressing Regina up to the wall this time.

Regina's eyes were slightly open in a daze but she stretched her neck out as an offering and Emma took it without qualms. Sucking lightly on the bronze skin, she gave several nips on the chords then used her tongue to soothe the pleasurable pain. The blonde lingered at her neck before nibbling on the shell of Regina's ears, evoking another small moan.

She felt Regina's hand cup her jaw and lift to crash their lips together again, this time, her other hand starting to explore the blonde's body.

Emma's thoughts were in a jumble. _So good. What are we doing? Don't stop. Regina._

Realization hit her. She was currently in a makeout session and there was some groping. It could be going somewhere that she wouldn't mind but that Regina would probably regret for the rest of her life.

_Stop._

_It feels so good._

_Stop._

Emma tore her lips away and pushed herself away reluctantly, both hands still on Regina's waist.

"Regina, we- we have to stop. You're going to regret it in the morning." The brunette looked so sexy, her hair out of its usual neatness, red lipstick from Emma smeared around her swollen lips and neck, her breath still heaving. _God you turn me on._

Regina blinked slowly, her big confused eyes staring at Emma in a daze. _Is she a bit drunk?_

"I. We." She licked her lips unconsciously, causing the blonde to feel another wave of heat flush through her body. Emma wanted nothing more than to keep going on with this makeout session but her honor shone through her raging desire.

"You're a really good kisser." Emma used flattery because she knew it would lighten the mood. But the flattery was a truth.

Regina glanced down at the blonde's lips again in longing and Emma smirked.

"You should work on your technique," Regina replied with a haughty tone but her blush under the dim lights gave her away.

"Don't lie, you totally enjoyed that. You're only saying that so I'll kiss you." The brunette arched her brow at Emma's comment but did not say anything to reject the thought.

The two had barely caught their breaths, but Emma didn't know what to do next. They were still pressed together close enough that their breasts were slightly touching.

Emma bit her lip, feeling quite shy all of a sudden.

**Regina POV**

She couldn't stop staring at the blonde, whose body felt so supple and toned against her own. She noticed the once shiny red lipstick, smeared all over Emma's lips. She had done that. She had made the first move and kissed the breath out of Emma. She had allowed herself to be kissed, to be touched all over, to be feasted upon by the more-than-willing blonde. Regina knew it was wrong but she could not find a single cell in her body that regretted her action.

The blonde was studying her closely and she could feel the scrutiny. But she couldn't help but do the same. Emma's hair was messy, her pupils were blown wide, and her cheeks were tinged pink. Her gaze dropped to the blonde's lips once again. It took all of her self-control to not lean in for another makeout round.

Emma chewed on her lips for a few seconds. "Regina, I'll drive you home again. It's getting late."

Regina could feel the disappointment in both of them, but in her mind, she knew it was the better decision. Her body did not agree.

"You're not driving my car."

"I drove it last time."

"I was drunk, vulnerable, and good-looking, and you took advantage of me."

Emma rolled her eyes. "Regina you're drunk again, let me drive."

"Dear, there is a difference between being drunk and being buzzed." Regina had never been this reckless, reckless in kissing people, reckless in driving when she knew she was only more than slightly sober. But Emma made her do things outside of the norm.

"Gimme your keys." Emma's voice was firm and demanding.

The brunette rolled her eyes at Emma's idiotness. "Well maybe you should get off of me so I can get them for you."

One hand was on Emma's shoulder and the other held her close at the waist. Regina didn't want to move, still secretly enjoying the blonde's body on her. But she forced to drop her arms. Emma stepped away and Regina immediately missed the heat, the softness, the feeling.

She dug through her purse and slapped the keys into Emma's waiting palm.

"After you, your majesty." The blonde's sarcasm was apparent and the title made Regina secretly smile inside. She raised her chin and started walking out of the club. Emma followed beside her, opening the front door as well. The blonde might not have realized how sweet the gesture was, but Regina did.

Once settled into Regina's Mercedes, Regina let out a content sigh. She was in her comfort zone again.

Emma looked over in confusion.

"I'm just relieved to finally be separated from all those sweaty bodies wearing cheap perfume." Regina scrunched up her nose to show her disgust.

"I was one of those 'sweaty bodies,' Regina. You didn't seem to mind." The blonde smirked.

She knew Emma had a point, but pride was too hard to swallow so instead, Regina glared at the blonde. "Just drive would you please?"

"Yes m'am. Destination, 108 Muffin Street."

Regina felt her eyes widen at the name. _Is Emma using a slang term for vagina? Does she want to sleep with me? Her destination is my…?_

Emma glanced over, noticing Regina's silence and her now shocked facial expression.

"Regina….are you okay? You look a lil-"

"Miss Swan, that was highly inappropriate of you."

"What was?"

Regina want to facepalm in exasperation at what she perceived as Emma's fake cluelessness.

"You stated that your destination was Muffin Street. I may be older than you but that doesn't mean my knowledge is obsolete, Mis-"

Emma must've caught on to Regina's accusations because she doubled over with laughter and clutched at her stomach. The brunette was absolutely horrified.

**Emma POV**

She was laughing so hard, her ribs were hurting and she could barely catch a breath. _Regina thought I was- oh my god._ Emma couldn't even finish her thought without risking another fit of laughter.

Glancing over, she saw Regina's face. _She's absolutely scandalized._ Emma couldn't help giggling at the expense of the brunette.

"Miss Swan." Regina's voice carried a mixed tone of warning and disbelief.

"Oh god give me a minute Regina." Emma took several deep breaths before she could start explaining. "Okay. I see you're mad and shocked an-"

"It doesn't take an expert to identify what I'm feeling."

"Not interrupting me would be greatly appreciated." Emma mimicked Regina's voice, her mind flashing back to the first day of class when she had been lectured by the brunette.

Regina shut up.

"Anyways, remember that day when you were really drunk and I had to drive you home?" Regina arched her brow and Emma took it as a yes. "Yeah well while you were being all pissy and drunk, you said your address was 108 Muffin Street instead of Mifflin Street so I just went with it."

The brunette's shocked face was still not put to rest.

"Regina. Chill." Emma's voice was firm again. "I wasn't trying to make a sexual joke with you or anything. You're the one with the dirty mind here."

The blonde gave her a sly look and saw Regina's mouth form an O.

"I took your advice and worked on my timing, aren't you proud?" _Damn I'm on fire tonight._

Emma started driving as she waited for Regina to gain her composure. The brunette was silent. Too silent.

The blonde continued to wait, sliding looks over at Regina once in a while, with the passing streetlights as her only source of light to see the brunette's face. Regina wasn't mad. She wasn't sad either. Emma could feel her heart beating nervously. _Did I go too far? Shit Swan._

They were nearly at their destination. The blonde put a hand lightly on Regina's thigh near her knee as she continued to drive. "Regina?"

"Emma, I'm not mad if that's what you're thinking." The blonde felt the tightness in her chest lessen.

"Then what is it?"

"I was just. I'm not sur-." Regina let out a frustrated breath.

Emma parked the car in the driveway, unbuckled her seatbelt, and turned her full attention to the brunette who was struggling to say what she needed to say.

"You can ask me anything. You can tell me anything. You can trust me Regina." Regina locked gazes with her and Emma tried to let her earnestness be conveyed through her eyes.

The brunette contemplated, then began. "You say you were going to teach me how to have some fun, how to loosen up. Then I kissed you, and you kissed me and now we're driving back to my house and in all honesty, I don't know where this is going. I'm your teacher. I'm probably not even your type." Her rambling signified nervousness to Emma.

"And what's my type? Hot? Brunette? Haughty? Female? That's you Regina."

"You're gay."

"I'm attracted to guys and I'm attracted to girls. But right now, I'm only attracted to you."

"Me."

"I'm Regina-sexual."

"Regina-sexual."

"And you're repeating everything I say so you can buy yourself some time and figure out a way to let me down easy." _I don't know how to feel about this._

Emma wanted to cringe at the thought of Regina backing out now. She knew the brunette was taking chances, first by trusting her, but secondly by being involved with her student. It all came down to the stupid rules and Emma knew that Regina was no rule-breaker before she had met her. _Why can't teachers and students have relationships? I really don't see what's wrong with it._

"I'm not." Emma could feel her lying but didn't say anything. The brunette closed her eyes for a moment then reopened them. "I don't know if I'm gay."

Emma wanted to burst into confetti. She wanted to scream. She wanted to hug Regina. She was a jumble of emotions. She had thought that Regina was going to go back again, with her history of advancing and retreating.

Relief was one of the greatest feelings in the world, in Emma's opinion. "Is that what's been worrying you?"

"Yes." The uncomfortableness in Regina's voice let the blonde know she was embarrassed.

"Regina. You are gay. You are so gay you don't even realize it."

Emma's blunt statement made the defensive Regina appear. "And how would you know that dear?"

The blonde paused for a second before she quickly leaned over, cupping Regina's face and pressed a deep kiss into the brunette. Regina's lips were stiff for a moment before she melted into Emma, kissing her back with a sweet intensity. The brunette moaned and Emma swallowed it.

She crawled over to Regina, straddling her hips. Tongues tangled. Breasts were pressed up against each other, Regina's fuller and softer. The blonde's core was pressed deliciously against the brunette's abdomen and she could feel her own "muffin" throbbing.

Emma wanted to go further. She wanted skin on skin contact, even though the sensation of Regina's silk blouse on her sensitized skin already felt amazing. She wanted to explore Regina's body from head to toe, learning every dip, every mole, every sweet spot.

Instead, she pulled away, still panting with desire. Regina leaned forward, trying to keep the lip lock but Emma placed a finger on the brunette's lip.

"That's how I know." Regina licked her lips and Emma did the same.

The blonde slowly slid off of Regina's lap and got out of the car, the brunette trailing behind her.

On the porch, Regina spoke. "It's pretty late and you don't have a ride back to your dorm." She paused. "You could stay if you'd like."

"Yeah, I'd like that." _I'd like that a lot. The last time I was here, I slept with Regina with clothes on. What about this time?_

The struggle to be honorable was becoming a lost cause. Regina was leading the way up the stairs and Emma's heart was pounding so hard she swore the brunette could hear it.

Regina stopped at a door but it wasn't the same door that led to her bedroom.

"This is your room." Emma wanted to gape at the brunette. _Guest room? We're not? I am?_

Regina smirked at Emma's widened eyes. "Today was fun." Her brown eyes sparkled in amusement. Emma realized Regina knew exactly what she was doing to her.

"I'll grab a spare pair of pajamas and toothbrush. Why don't you get settled?" With that, Regina walked into her room across the spare room, leaving Emma who was frozen in place.

_Did I really think we were going to have sex? Stupid hormones. She didn't resist. She kissed me back. And she really liked it, well I think she liked it._

The brunette reappeared, holding a grey pair of silk pajamas and a brand new toothbrush. She placed it into the blonde's waiting hands and retreated back to her room. "Goodnight Miss Swan." The door closed with a firm thud.

"'Night Regina."

**sorry for being such a tease... drop a review? do you think they should've gone with the dirty deed or? **


	11. Apples

A/N: this was one of my favorite chapters that i've written. however, i'm inept in the kitchen so i had to research how to make apple tarts haha. there is going to be a lot of sexual tension so get ready for it!

disclaimer: don't own the OUAT characters

enjoy!

**Chapter 11: Apples**

**Regina POV**

It was too bright and too early for the brunette to be awake. Birds chirped cheerfully outside her window. She groaned. _Fall back asleep, Regina. Fall back asleep._ It didn't work. She was up and she was tired.

A large portion of last night had consisted of tossing and turning on her part, legs tangling in her sheets. Regina had been uncomfortable in every position she tried. She tried deep slow breaths but it didn't help either. She resorted to counting sheep which annoyed her instead. _I. Can't. Sleep._

And now the consequences of her lack of sleep were showing. Her brain felt tired. Her eyes refused to open. She wanted to curl deeper under the covers and ignore the world, but a certain blonde was in the room across from hers.

_Emma._ Memories came rushing back to her. They kissed. They made out. _Twice._ She had grounded her core on Emma's thigh. Regina's lips were tingling and she felt the uncomfortableness come back in full force. The brunette barely recognized the yearning she was experiencing. It was a rare occurrence and she couldn't remember the last time she had felt it with such vividness.

The blonde had wanted to sleep in Regina's room and the brunette smiled at the thought. _Not so fast Miss Swan._ Seeing Emma's face when she had introduced the blonde to the guest room was priceless.

But like with everything else in her life, Regina naturally began to overthink. Yesterday had been so much fun. But it had been so reckless and she had allowed herself to lose some control.

As a teacher, Regina had dedicated herself to passing on her knowledge and discipline to younger generations in order for them to grow into mature and intelligent adults. Mixing emotions with duty just made for mess. It was irresponsible and inappropriate. It was wrong.

Yet, everything she did that was right seemed so wrong. And everything she did that was wrong seemed so right.

Regina felt lighter and so much more happy when she was around Emma, even though her body was struggling to fight the desire. The easy banter between them was so natural and Regina had never experienced that with another person. She saw sparks fly every time Emma smiled at her.

She had not smiled so much in her entire adult life until Emma came along. She had not been teased so mercilessly until Emma. She had not felt so much attraction towards another until Emma. She had not experienced so many things to this degree of intensity until Emma.

The blonde was making her question everything, all her morals, and whether or not she was willing to break them. _For what? For fun?_

Regina knew in the back of her mind that many professors played around with their students. _Well, it's not uncommon._ But there could be legal ramifications. And her reputation would be at stake.

"All I care about is showing you that you can let loose sometimes Regina." Emma's words echoed in the brunette's head. Emma had been so sincere about helping her.

_How many other people had wanted to help you? Without you rejecting them?_ Regina questioned herself. _Zero._

The brunette realized their positions were flipped. She was the student now and Emma was her teacher in a class called _Fun 101._

She didn't want to disappoint Emma. She didn't want to lose her carefully reputation. She wanted to kiss Emma some more. She didn't want get fired and lose the only thing that keep her independent. She was stuck.

The brunette sighed and compromised. Her level of fun would end at kissing. Beyond kissing was absolutely forbidden.

Regina dragged herself out of bed and freshened up before choosing what to wear for her morning run. It was perfect weather again, with the sun shining brightly and no rain clouds in sight. She put on black knee length leggings and a black loose elastika to wear over her white sports bra. Grabbing her running shoes, a headband, and her phone, Regina was set. Everything was Nike of course because Regina did not settle for anything less than high quality.

Rounding the stairs and into the kitchen, the brunette stopped at the sight in front of her. The blonde's back was to Regina so she was unaware as the brunette studied her.

There were glass cups in the cupboard and Emma was tippy toeing to reach one that was precariously near her outreached fingers. Her hair was in a messy french braid that fell to her mid-back. But that wasn't what stopped Regina. It was the fact that Emma was only wearing the top part of Regina's pjs.

_She's not wearing any pants_, the brunette thought dimly.

Black lacy panties were fully exposed as the grey top kept rising and Regina got a great view of Emma's firm ass. She felt her lower abdomen jerk in response to the sight.

_Emma what are you doing to me?_ "Emma, what are you doing?"

The blonde whirled around, surprised by Regina's sudden appearance. "Um- I." Regina saw her blush and knew Emma was embarrassed by her state of dress. Or rather undress.

"I woke up and I was thirsty so I came down to get a glass of water but all your glasses are so high up so I was reaching to grab one and then you startled me." She was rambling. _Cute._

"Miss Swan, calm down. You're not being interrogated for your actions. I was just asking a simple question." Regina smirked at the blonde who was trying to pull down her top that Regina observed was only buttoned up to between the blonde's breasts, leaving everything up exposed. _She's not wearing a bra._ Regina swallowed hard.

"Oh." Emma stood there awkwardly, shifting her weight from one long leg to another, staring at the brunette as she twisted the hems of her pj top.

"Be careful, don't ruin my favorite pair of pajamas." Regina couldn't help it. She wanted all her belongings to be in mint condition.

Emma looked down at the top she was wearing. "Oh."

Regina tried to internalize her desire and put on a neutral face.

"Anyways, since you're up already, I'm going for a morning run. I'll drive you back to your dorm once I come back. Try not to break anything." Regina gave Emma a once-over and walked out the back door before Emma could say anything.

**Emma POV**

Emma had slept so easily once she hit the sheets. _Of course, they're 1000 thread count, that's why Swan._ Her internal alarm clock had woken her up around 7AM but she had laid in bed, recounting what happened the night before.

She had been so ready to jump in bed with Regina, with no qualms or thoughts about what might've happened afterwards. She hadn't thought of the consequences of sleeping with Regina. _She can get jailed for this right?_ But Emma wanted Regina so bad, not only physically but mentally. She delighted in mock flirting and teasing Regina. She definitely did not mind kissing the brunette. Plus she was still far from teaching Regina everything about fun.

But for her sake and her teacher's sake, sleeping together had to be out of the picture. Besides, Regina told you to sleep in her guest room. _You really think she wants to sleep with you?_ Emma sighed. Not sleeping with Regina would be a hard task on her part.

All that thinking had gotten Emma thirsty so she padded down to the kitchen, wearing only Regina's top and her underwear. The underwear was only a courtesy for Regina's sake. Having clothing on while she slept was such a hassle.

_What are the chances that Regina would walk in while I'm half naked?_ Leaning against the marble counter top, Emma sipped on her water, slightly smiling. It was hilarious to see Regina taking in her bare legs and feet, even though Emma had been mildly embarrassed at that moment as well.

Regina had looked so sexy in her workout gear, even though her makeup was at a bare minimum. Her calves were toned and her biceps were left bare because of her tank. Emma had tried to resist gawking but her morning brain was failing to function and she could only respond with "ohs." _Emma, you're making a fool outta yourself in front of her._

However, Emma did not miss the fact that Regina had voluntarily given the blonde her "favorite pair of pajamas." She smiled. _So Regina, what message are you trying to send to me?_

swanqueenswanqueenswanqueenswanqueenswanqueenswanqueen

Emma felt Regina's presence when the brunette walked into the kitchen. She could feel Regina observing her curled up on a bar stool over a textbook with her work sprawled out over the counter.

"Oh hey Regina. I just grabbed my stuff from your car so I could get ahead on my organic chem." The brunette's face was flushed and she looked attractively windblown.

Regina walked over closer, leaning over to look at Emma's work. Emma couldn't resist looking at the drop of sweat that trailed down the side of Regina's neck, over her collarbone, disappearing between the valley of her breasts. The blonde had the strongest urge to lick that bead of sweat. The brunette didn't seem to notice the staring.

"Organic Chemistry. Fun." Regina's dislike was apparent.

"Agreed. It's so confusing, I'm so lost."

"Well, I can try and help you after I freshen up and make us some breakfast. You must be starving," Regina gave a small smile before walking away.

Emma wanted to have a thirty second dance party around the kitchen. Regina was going to help her. Regina was going to make her breakfast. Regina was allowing her to stay, even if it was just for a few more hours. _Score two for Swan!_

The brunette returned moments later, wearing a white short sleeved blouse paired with an olive-grey high waisted pencil skirt. Dark stockings and suede boots accompanied the outfit. _Professional attire at home. Really Regina?_ Then again, Emma wouldn't expect any less from the brunette.

"So what do you want for breakfast?"

"It doesn't matter." Regina arched her brow, not believing Emma but the blonde just shrugged. She had never been a picky eater.

"Well then, I'm going to awe you with my specialty. I do hope you like apples." This time it was Emma's turn to raise her eyebrow in question. "Apple tarts."

"You're gonna make apple tarts from scratch?"

"There is no other way to make it dear. Care to help me?" Regina put on an apron and started to gather the ingredients.

"Sure!" Emma unfurled from her position, making sure to stretch out and show off her legs. Regina looked up a bit but her hooded gaze did not escape the blonde's observation.

The brunette mechanically started prepping the ingredients, measuring the sugar and salt, and cutting up cold unsalted butter into small cubes as Emma watched from the sidelines.

"Regina, this is not fun," the blonde bluntly stated.

The brunette looked up. "Then how do you propose to make baking apple tarts fun?"

"Well for starters…"

Emma walked right up to Regina, stuck her finger into the flour bowl and proceeded to swipe it down the brunette's nose, much to her horror.

"Miss Swan!"

The blonde tried on a teacherly voice. "Step one of having fun in the kitchen: getting messy." Emma knew Regina's neat and organized mind was rebelling at the thought of having her pristine kitchen covered in grime, grease, and tart ingredients.

But the brunette surprised her, dunking her hand into the flour. "You're right dear," she said as she ran her powdered hand down Emma's cheek to her neck and collarbone, leaving a trail of residue and sensitized nerves in its wake. _Lower..._

"Oh Regina, so you wanna have a food fight now, don't you?" Emma grinned, ready for a full on food war.

"Don't you dare. Help me cut these apples into thin slices." She handed over several apples and a knife to keep the blonde busy as she magically turned the flour into dough within a matter of minutes.

The blonde was too busy sliding looks over at Regina to notice how large her apple slices where. But Regina noticed.

"Emma, those are not the thin slices I requested." The brunette's voice was stern and teacherly.

An idea popped into the blonde's head and she wanted to giggle with excitement. She pretended to be clueless. "Oh, well I was never properly taught how to cut apples into thin slices. The way I hold the knife is probably wrong. Same with the apple. Maybe you can show me?"

"Give me the knife."

"Well no because then that wouldn't be hands-on learning, would it? Regina I'm a hands on learner."

Regina narrowed her eyes at the blonde and Emma shrugged, giving a what-can-you-do look.

**Regina POV**

The brunette closed the gap between them, grabbing Emma's hand and shifted its position on the knife. "That's much better," she said, almost as a whisper in the blonde's ear. She could hear Emma's breath hitch in response.

_Oh game on Miss Swan._ Regina knew exactly what game Emma was playing and she decided that it'd be fun to participate in.

Regina then snaked her other arm around the blonde's waist to grab her other hand, effectively pressing herself up against Emma's back. She tried to ignore noticing the blonde's pantie clad ass and focus on teaching her student a thing or two about slicing apples.

"You have to hold the apple firmly but gently, applying enough pressure to keep it in place while you carefully place the knife in the apple's sweet spot so you can cut into its juices." Regina paused for a second and Emma showed no signs of breathing. Her voice dropped an octave. "Got it?"

"Yeah." Her answer was short and breathy. _My job is done here._ Regina let go and busied herself with other tasks, leaving Emma to feel flustered. Although she tried to act cool, her body was the complete opposite. Her mouth was a little dry and her body felt inflamed.

Several minutes later, Emma had completed her assignment, the brunette had taught her how roll the dough. While Emma focused on her task, Regina leaned against the counter, admiring the physique of the blonde.

Blonde locks were coming undone from Emma's messy braid. She had noticed that the blonde's body was slim and toned during her bar dancing but in the morning light, her lithe form was absolutely stunning. Regina noticed the outlines of her biceps and triceps flexing beneath her pajamas, not to mention the braless mounds of her breasts that were jutting out. Emma put her whole body into slowly rolling out the dough, standing on her tiptoes. The thought that Emma was standing in her underwear never strayed far from Regina's mind.

"Is this okay?" Emma's sudden question caused her to jerk out of her full-body examination.

"Mhmm." Emma looked over, her gaze narrowing at her. _For god sake, Regina. Stopping acting like you've been caught checking her out._

"Now what?"

"Now I'll do the rest. You've been quite helpful," Regina emphasized by brushing a hand over her powdered nose. "But you need to study your chemistry. I'll be there to help you in a few minutes."

By the time Regina had placed the tarts in the oven and gone over several problems with Emma, 50 minutes had passed, indicated by when the timer went off. Both of their stomachs were growling and Regina quickly cut the tarts as they cooled down.

Once again settling down on the barstool next to Emma, Regina broke off a piece of the pastry, about to lift it into her mouth when Emma eyed her and placed a hand on her wrist holding the fork.

"Step two of having fun in the kitchen: feeding each other what you made," the blonde declared. "No effort required, just taste buds." Emma brought a piece of tart to Regina's lips, and they both watched each other. The blonde's eyes darted between the brunette's lips and eyes. Desire hit Regina surprisingly hard, surprisingly fast. Emma's vanilla scent mixed together with the sweet smell of the apple tart.

The light slanted through the window behind them and light caught in the blonde's eyes. A person, any person, could lose herself trying to define the color of Emma's eyes.

She had never felt anything like this. Regina had sampled her cooking countless times but never had her senses so heightened. The buttery, flaky pastry melted under her tastebuds, the flavor filling her entire mouth. The brunette never wanted it to end, the sensation so unexpected, so intensely sexual. It took visible effort to swallow and speak, still under the scrutiny of the blonde.

Emma broke off another piece and Regina closed over her wrist. She could feel the blonde's pulse scramble at her touch.

"Let me return the favor." Regina spoke quietly, and her fingers stayed light on the blonde's wrist as she took the fork in her other hand. She moved slowly, deliberately, keeping her eyes on the green ones, bringing the pastry to her lips, then pausing. Regina watched them part, saw the tip of Emma's tongue.

It would have been so easy to close her mouth over the blonde's just then - from the rapid pulse under her fingers, Regina knew there'd be absolutely no resistance. Instead, she fed Emma the apple tart, her stomach muscles tightening as she imagined the taste that was now lying delicately on the blonde's tongue.

Emma's green eyes never left Regina's eyes as she chewed and swallowed.

"More?" Regina asked.

"Of course." There was a huskiness to Emma's voice.

It was a dangerous game that they were playing and Regina wasn't about to back out.

Time seemed so irrelevant until Emma murmured, "last bite?" She offered it to Regina and the brunette took it without hesitation. As the blonde put the fork down with extra care, Regina's skin tingled, much too pleasantly.

Wordlessly, Regina cleaned up their plates while Emma packed up her stuff and changed back into her yesterday's attire. There was a mutual understanding as the brunette dropped the blonde back at her dorm. _Today had been really fun._

**what do you think is next for them? **


	12. Daydreaming

A/N: sorry for the wait folks! as my way of saying sorry, i will be posting chapter 13 by tomorrow night at the latest so stay tuned! things are about to get a little more crazy!

disclaimer: don't own the OUAT characters or the line from Frozen (:

enjoy!

**Chapter 12: Daydreaming**

**Regina POV**

"Hey Regina, are you busy right now?" Kathryn's perky voice came through the brunette's phone.

"Of course I am. When am I not busy, that should be the real question." Regina stared down at the papers in front of her. If she had not been distracted Saturday morning by Emma, if she had not distracted herself Saturday noon and evening thinking about Emma, if she had not let herself be distracted, Regina would have been done with everything. She would be able to spend this Sunday afternoon cleaning the house, or picking apples from her tree, or something, well, fun.

But instead, she was sitting here cooped up in her office, grading papers on the influence of Shakespearean literature on the modern world. _I just can't focus._

"Okay I need to drop by and talk to you about...stuff. Bye." Regina narrowed her gaze, confused. Kathryn had never been one to be vague, but the out of character did not bother the brunette that much.

Her mind wandered again. Long legs, alabaster skin, bralessness, fair complexion, mesmerizing eyes. The list went on and so did her thoughts.

The knock on her office door jarred Regina from her daydream.

"Come in," she said, harsher than usual.

Kathryn walked in, her usual flounce less apparent. She was holding Regina's spare house keys in one hand and a bottle of Ambonnay cuvée champagne in another. Regina smiled, touched that Kathryn had remembered her order at The Planet a few weeks back. She motioned for Regina to follow, and they made their way to the chairs.

Regina sat at a single seat while Kathryn took up occupation in the love seat. She set the champagne bottle with a loud thud on the coffee table.

"Now talk," Kathryn commanded.

The brunette raised an eyebrow at the blonde. "About what?" _Well this is unconventional of her._

"I saw you staring at Emma while she was dancing Friday night."

"What are you trying to imply Kathryn?"

"You weren't just being entertained by her dance routine Regina. You looked like you were about to go on stage and rip her dress off. I've never seen you look like that. Plus, Emma shared her oreos with you. She never ever shares her cookies. They're practically sacred to her."

Regina's hair stood on its ends. Where had her ability to hide her emotions go? She had let her guard down, Emma the sole cause yet again.

"Kathryn, you are over-analyzing things. I looked nothing like that. I was merely observing the great moves your newest dancer had." The brunette was lying through her teeth and they both knew it. "Don't be crazy, she probably shared because she knew I was hungry."

"Stop trying to downplay it, Regina. I saw you both slip out like half an hour later after her dance session ended. Where did you two go?"

"None of your business."

Kathryn's eyes widened and Regina knew exactly why, the exact moment when those words came out of her mouth. The blonde was her closest friend. They confided in each other, supported each other, and loved each other. Secrets were not their thing and as private as Regina had been, Kathryn was able to worm her way into Regina's heart.

"Oh my god did you have sex with Emma?"

"Kathryn!" Regina felt a mixture of shock and desire run through her body, shock at Kathryn's comment and desire from the idea. _Conceal, don't feel, don't let her know._ Regina kept a practiced neutral face.

"Oh god you didn't deny it, I knew it. You did have sex with her. Regina, she's your student!"

"No I did not have sex with Emma, nor do I plan to, please lower your voice Kathryn!" It pained the brunette to say it, but there was no other way if she wanted to get Kathryn off her back. "I let her sleep in the guest room because it was late and then I drove her back to her dorm in the morning, that is all." Regina left out all the memorable things. _Why fuel the fire even more?_

"You can't be having feelings for her, you realize that right? You absolutely cannot be having feelings for Emma Swan. She's your student. You're her teacher. You got that?"

_Actually, our roles are reversed. She's my teacher and I'm her student._ "Of course I don't have feelings for Emma. I admit she is very beautiful but that doesn't mean anything. Besides, when did I stop being heterosexual?" _Probably since always._ Emma had showed her just how gay she was. From the time she was in high school, Regina knew she was different than most other girls. She never admired male physique or crushed on any "hot" guys. However, Regina had always labeled herself a default heterosexual. Kathryn had always believed that Regina was straight, setting her up with male dates and such, with no avail. But since Kathryn had never talked and asked about her sexual orientation, Regina had not cared to elaborate.

"Well since I caught you staring at Emma with that predatory look!"

"Kathryn, I assure you, it was nothing but a figment of your imagination. There were no predatory looks. I was just appreciating the dance routine, which I approve of by the way." Regina took a sip of the chilled champagne to calm her frazzled nerves.

"It better have been. I don't want you to get into any legal trouble or anything. But after talking to you just now, I feel more confident. Besides, you're such an upstanding citizen and responsible teacher. Plus, you're way out of Emma's league. What was I even thinking?"

As Kathryn went on rambling, Regina continued to sip her drink, her thoughts wandering again. Her mind flashed back to when she signed the college's Teacher Oath contract. The last line before the signature had stated, "never participate in an unethical, sexual, or otherwise illegal relationship with a student." The blonde's words had struck a chord, slapping her back into reality once again. Quite frankly, it was sobering.

"...anyways, that talk was the only reason why I'm here. Do you feel like hanging out or are those papers urgent?" Kathryn's usual upbeat personality was back.

Any excuse to rid her friend for the time being was gladly taken. "Yeah, I'm afraid I have to finish these up and do some administration paperwork before I really have free time to spare."

"That's okay I understand! Life of a teacher is so fun isn't it? I'll lock up on the way out. Talk to you later Regina!" With that, Kathryn left the study.

Regina let out a pent up breath. She knew it was wrong, wrong to kiss Emma, wrong to crave her touch and be touched in return. It was all wrong. Once again, Regina was stuck with no clear way out of the mess she had made.

**Emma POV**

"Why are you smiling at the wall?" Ruby, Emma's roommate, questioned. "You're starting to weird me out Emma. First you have your usual nightmare and then you wake up and now you're smiling. What gives?"

The blonde turned to the redhead who was giving her a _you're-insane_ look. "Oh, it's nothing. I'm just, I dunno, happy." Emma turned to stare out the window, enjoying the afternoon sun that warmed her skin. A smile crept back on her face unconsciously. She hadn't felt this genuine happiness in a long time. The blonde would go through the motions of life, have a great time, and what-not. But the deep down happiness was absent, missing until now.

Regina had looked absolutely edible with flour powder on her nose. She had been absolutely horrified but when she traced her hand down the side of Emma's cheek and neck. God… Emma was definitely not ready when Regina pressed herself up against her to teacher her now to cut the apples. _She made it so sexual. She makes everything sexual._ Emma closed her eyes. She could still feel the brunette's breath on her neck, the low murmuring of directions that tickled her ear. Feeding Regina was the most erotic thing Emma ever experienced. The combination of mouth and tongue the brunette use to eat the apple tart off Emma's fork was almost too much for her. Emma had resisted the need to throw Regina on the counter and have her way.

Emma willed her eyes open again, afraid she might explode on the spot. Ruby was still studying her. "Did something happen at The Planet while I was on break? Did I miss something? You're too happy. Normal people don't act like this." Her eyes widened and Emma knew her close friend's wolf senses were tingling. Her eyes narrowed. "You like somebody. You're thinking about them."

The blonde rolled her eyes and grinned at her roommate. "Of course you'd say that, Ruby. If you know that I'm not getting laid, you automatically assume I have a crush on someone. Really now girl? You know I work to get what I want. If I was crushing on someone, wouldn't you think that I was already trying to get into their pants?" _Yes, Emma, why aren't you trying to get into Regina's pants already? What's stopping you? Her being your teacher? … Okay a little. Her being Regina? Her deserving more than just a casual fling? Okay yes._

"I don't know! You're getting this faraway look and something is just telling me that you're a seriously horny girl." Ruby was blunt and that was why Emma was friends with her.

"Thanks Captain Obvious." Emma could feel a blush creeping up her neck to her cheeks.

"Okay you're blushing. That almost never happens. Who is it? Spill." The redhead was too intuitive for her own good. "Pick one. Male or female. I know you're bisexual. C'mon, give me a hint so I can eliminate half of the population, Swan."

"It's no one Ruby! Stop asking." Emma knew what would happen if she told anybody about what was happening with her and Regina. It was confidential. It was their dirty little secret. The blonde resisted a smile, her mind flashing back to The Planet.

"Do you want to do this the easy way or the hard way?"

"I'm a big girl, Ruby. I can take it the hard way." Emma waggled her eyebrows.

"That's what she said." They both snorted and the blonde threw a pillow at Ruby who quickly retaliated.

The talk was quickly forgotten as the pillow fight commenced.

** do you think Regina's talk with Kathryn will be a game changer? drop a review!**


	13. Worth It

A/N: sandra bullock is my queen and i just had to incorporate her in this chapter. wonder how you all are going to react to the end of this chapter... reminds me of shonda (creator of grey's anatomy)

disclaimer: don't own OUAT characters or the movie

enjoy!

**Chapter 13: Worth It**

**Regina POV**

Regina was trying hard to avoid eye contact this Monday morning. And the blonde kept trying to establish it. The brunette knew she was going back and forth with how she was treating Emma. One moment she played along with Emma, teasing her, learning to have fun. Another moment she was having second thoughts about what they were doing, the game they were playing, and the Evil Queen act would reemerge.

It was terrifying, to be honest, when Regina had relinquished some of her control. She didn't lose control easily, but had Emma made it perfectly acceptable. However, it had been so easy for Kathryn to notice the chemistry between them. _Too easy._ And one slip-up, one observation from someone who wasn't a friend of either of them, would be costly. _Too costly._

_So is it worth it?_ Was the risk worth the fun, the pleasure she'd get out of it? Regina looked at Emma who was now talking quietly to Killian. There was no denying the attraction to the blonde, not to mention the jealousy that bubbled up every time Emma conversed with her male friend. _Is she worth it?_

_Yes._

_Am I worth it?_ Now that was million dollar question, one that Regina had asked herself countless times throughout her childhood and adult life. There was always a sense of not being enough, lacking in intelligence, beauty, everything. Regina had always felt like she was never enough. Enough to please herself, enough to please her mother. Her haughty tone was one she developed out of her wealthy upbringing. It was almost required of her, by her mother and society, in order to stay alive and unscathed. And it was a most definitely a facade, hiding a girl who was frightened and insecure.

She needed a sign, something that told her that the risk held more weight than safety. Her eyes focused again on Emma, who was looking at her again. The blonde graced her with a small but meaningful smile and Regina felt her heart stop then start again.

_This time yes, yes I'm worth it._ Regina felt the weight of her decision. Once she had made her choice, Regina put everything into it. Her past pains did nothing to make her change her mind.

Regina focused on present.

No regrets.

**Emma POV**

Regina was worrying her. She looked cold and distant today. _What changed?_

Emma kept trying to will Regina's gaze to her own, but her only prize was failure. She turned to Killian, trying to take her mind off of a nagging feeling in her gut.

Several minutes later, she looked back at Regina, who was now staring at her. Emma gave her a small, but genuine smile, trying to put all she wanted to say into it. It didn't seem to work as Regina turned back to the paperwork on her desk without returning the smile.

After everybody had left, Emma walked up to where Regina sat. She grabbed a chair and pulled it so she could sit besides Regina, instead of sitting in front where the worktable would be an obstacle between them.

"Paperwork is no fun," Emma teased.

"It wasn't meant to be fun," Regina replied calmly, her gaze still focused on the formal looking document in front of her. Emma began to fiddle with a loose thread of her oversized grey cardigan, trying to find something to say, something to alleviate the awkwardness.

"I don't work Mondays. So wanna do something fun today?" The blonde maintained a hopeful tone in her voice, keeping faith that Regina wouldn't say no. "Go to the movies with me!"

That got the brunette's attention and she peered up, her glasses falling slightly down the bridge of her nose. _Very teacherly._ "The movies?"

"Yes, Regina, the movies. You know, the place where people go to watch newly released films on a big screen?" Emma smirked, her sarcasm quite apparent.

Regina rolled her eyes. "I know what the movies are dear." Emma beamed with the intimate name calling. "It depends. What type of movie are we talking about?"

"Well, we could watch Divergent, but it's sci-fi and has lots of teenage hormones mixed in with it" _just like me when I'm around you._ Her description earned an eye roll. "The other one I had in mind was Gravity, featuring Sandra Bullock. It's the journey of how Ryan Stone makes it back to Earth from space. Heard it was really good."

"Seems like you already have your choice in mind," Regina said, earning a huge grin from the blonde.

"Hell ya, anything with Sandy in it, is amazing of course." The brunette raised her eyebrow in amusement at the blonde's overeagerness. "Oh yeah, Sandra is my girl crush."

Regina made a noncommittal noise at the newly released information and said nothing further as she turned back to the papers.

Emma ventured, "So...is that a yes to going out with me?"

"Yes." Regina looked up, her eyes widening as she realized what she had just agreed to. "Miss Swan, that was very inapprop-"

"Hey, I just asked a simple question and that's your answer." Emma shrugged and grinned at the brunette who seemed definitely unamused. "Don't go back on your word now."

"I won't," Regina snapped. She pursed her lips. "This paperwork can wait."

Emma could tell Regina was downplaying her workload. She also knew Regina was trying to ignore her agreement to their first date. Oh yeah, this is going to be real fun.

swanqueenswanqueenswanqueenswanqueenswanqueenswanqueen

Grabbing the Gravity tickets as well as the 3-D glasses, Emma made her way to the snack counter as the brunette mumbled about wearing weirdly colored glasses to stare at a screen as if her vision wasn't deteriorating fast enough already. But Emma coaxed her into trying out the "three dimensional nonsense."

Regina refused to buy anything at the theater, discussing the detrimental effects of junk food. Emma didn't care. She bought an extra large bucket of popcorn and proceeded to dump a bunch of butter on it, much to the brunette's dismay. Emma also grabbed skittles and a large cup of soda before they headed into the dim room.

"You know if you get a heart attack from all that grease during the movie, I'm not going to save you." That haughty, but teasing tone was something Emma was starting to really enjoy.

"I don't need saving, Regina. I do the saving." Emma winked at the brunette which gave her an eyeroll.

"We'll see about that," the brunette smirked.

Regina trailed behind Emma who decided to head towards the back corner of theater. The deliciously unnutritious foods were almost spilling over her hands. "I like sitting back here. It's so secluded and quiet. People rarely ever sit back here for some reason. Not sure why." She was rambling and she knew it. There were butterflies in her stomach that made Emma feel uncomfortable.

She and Regina were sitting, in the back corner of the theater, in a dark room, with nobody to recognize them, with nobody around them. Emma could do anything to Regina. _Not that Regina would allow me to do anything, maybe besides kissing her._ But the thought of having the opportunity, the power, to do things only her wildest fantasies could conjure.

Emma swallowed and sat down, trying to concentrate on the movie that was starting in front of her. She slid on the glasses and caught Regina making a funny face, her own glasses sitting crookedly on her nose. Emma let out a small giggle and Regina glared.

Ten minutes into the movie, the brunette was undeniably fascinated by the "3-D nonsense." Her hands were grabbing the air in front of her at times, and trying to block out flying space shuttle pieces at other times. Emma slid her glasses up and shifted in her seat in order to have a better view of the brunette, who was way more entertaining than the space movie at the moment. She popped a popcorn into her mouth and smiled.

"Ow," Regina harshly whispered under her breath as her finger collided with the back of the empty seat in front of her. Emma couldn't help but chuckle at the brunette's idiotness.

**Regina POV**

Regina stopped waving her hands in front of her face. She knew that the metal scraps were not flying directly at her, that it was just a work of fictional and technology, but she couldn't help her natural instincts to ward them off.

"What on Earth are you laughing at?" She paused to take in Emma who was facing her rather than the screen. Her 3-D glasses were not even on. "You're not even paying attention to the movie!"

"That's because you're way more entertaining, no offense to Sandra of course." A tingling sensation rippled through her body at the blonde's comment. Even in the dark room, Regina could see the outline of Emma's grin. Feeling a rush of impulse, Regina dipped her hand into the bucket of greasy popcorn and threw some at the blonde. Emma's hair was showered with piece of popcorn, not to mention her lap and the floor. That'll show her.

But it didn't. Emma quickly retaliated, and Regina could feel some of the salt stick to her cheek. She wiped it off, so tempted to start a full on food war with the blonde. It would be fun, but trashing the theater would be very improper so Regina refrained.

The brunette turned back to the screen and pretended to be watching, realizing that she wasn't wear her glasses and that Emma knew she was faking interest in the movie.

"You know, you're really missing out on some good popcorn."

"Well you're missing out on the movie you wanted to watch." Regina slide the blonde a look, and shook her head. Her lips couldn't resist curling into a small smile at their friendly bantering. It was so comfortable and felt so right.

"I've already watched it." Regina's jaw dropped.

"Then why are we here?"

"I just wanted you to watch a movie with me." Emma stated it so simply with the shrug of her shoulders and Regina couldn't help but take a hold of the blonde's hand and squeeze. A silent thank you.

But as she was just about to release the blonde's hand, a loud bang rang out from the other entrance of the theater room, jolting the both of them. Regina could feel adrenaline being pumped into her veins, her heartbeat pace increasing exponentially. She gripped the blonde's hand tighter.

The gunshot definitely had not come from the movie's sound effects.

**oh my. what do you think? **


	14. Turns on a Dime

A/N: hi guys i know you've all been waiting for this chapter very patiently so thank you for that. ignored responsibilities have catching up with me and i still have a shit ton of stuff to catch up on so it might be a week or so before i post another chapter. all the reviews, whether scared, mad, or excited, have made me smile so please keep it up!

disclaimer: don't own the OUAT characters. don't own the grey's anatomy line either boo

enjoy!

**Chapter 14: Turns on a Dime**

**Regina POV**

This was like something out of a movie or tv show. A shooter goes into a movie theater, shoots up the place, leaving several dead and many wounded, only to put a bullet into his own brain.

Except that was exactly what happened not an hour ago, as Regina listened to the police discussing the situation. She and the blonde were sitting on the back bumper of one of several ambulances in the parking lot of the movie theater, their hands intertwined for support and comfort. Emma was tracing senseless patterns on Regina's skin as she stared dazedly into space. There was a small bandage on Emma's forehead, caused during their attempt to shield each other from the shooter.

They were waiting for the police and emergency workers to clear them. Regina saw news station trucks pull up as close as possible to the taped off scene. She was grateful that there were police officers warding them off, as well as other curious bystanders. The brunette was also grateful that they had not seen any actual dead bodies or blood. That would've made the whole thing even more surreal.

Regina wanted to tremble right now, her own defenses weakened by the sudden attack but the blonde clung to her arm, as if she was a safe harbor. _Who knew this could happen? These things just don't happen for no reason at all. Or do they?_ Her mind was spinning and Regina struggled to make sense of her jumbled thoughts. She felt a slight sense of loss for the people who were still weeping over their deceased family members. But that sense was diluted by the great relief she had felt when she and Emma were safe and relatively unscathed.

The brunette closed her eyes, and the fresh memories were still vivid in her mind. Her breath hitched again and she tried to calm down the rising sense of panic.

She had been squeezing Emma's hand, feeling gratefulness and a buoyancy that she hadn't felt in years. But then all of a sudden, a gunshot pierced the air, followed by another and another. People had started screaming, started running, started becoming easy targets for the shooter to nail with another fire of his gun.

Regina felt herself frozen in her seat, still trying to process that there was a gunman in the same room as them. Families, couples, and everybody alike rushed by where she and the blonde were seated, their destination the exit. She was only capable of feeling her heartbeat race so fast that there was an urge to vomit.

Amidst all this chaos, Emma had only said one word. "Regina." She had grabbed Regina's and pulled her down to the floor. Regina barely noticed the popcorn bucket spilling all over and greasing her black blazer. She could only feel Emma dragging her along, trying to reach the exit that was luckily nearby. Regina kept lifting her head, knowing the risks but also wanting to know the exact location of the danger.

Another shot rang out, this time closer to their location. She felt her body jerk in response. Regina was not the screaming type but she was barely about to hold in a yelp of fear. _This can't be happening._

Emma react without thinking, quickly pulling Regina all the way down to the floor, using her own body as a human shield for Regina. They laid still.

Besides the moaning of the injured and the movie that was still playing in the background, Regina felt her heartbeat was loud enough to give away their position to the shooter. Emma was still, her body still on top, and Regina was starting to tremble, the suspense getting to her.

There were soft pleas from Ryan Stone in the movie for the other astronaut not to let go of her hand, and Regina was starting to have a panic attack. Her breath was hitching and before she could experience a full blown attack, Emma started lifting her up again. She clutched Emma's hand hard and they stumbled their way outside, whereupon the police ushered them to an ambulance to be checked out.

Regina opened her eyes again and Emma was still sitting besides her on the ambulance, gazing blankly into the distance. The blonde had been so brave, so fearless. She had saved them both. Yet Emma's sense of self-preservation was definitely misplaced. She had sacrificed herself to keep Regina safe, caring for Regina's safety rather than her own. And Regina owed her so much and yet did not know how ever to repay Emma for being her savior.

"Hey," Regina nudged the blonde with her shoulder.

"Hey." Emma replied, her voice low and husky.

They both shifted so that they were looking at each other.

"You okay?" The blonde's eyes shone with genuine concern, something that weakened Regina. Not many people to the time or effort to care about her besides a selected few. She could see Emma rake her gaze up and down her body to check for any injuries.

"I should be asking you that Emma… You put yourself in danger for me. That's not right." Regina paused, realizing just how wrong the whole thing was. She spoke rapidly, as her thoughts came to mind, and she could feel her own emotions start to spiral out of control. "I'm the adult in this situation. I'm your teacher. I had the responsibility to protect you from the shooter, but our roles seemed to be reversed. I should have been the one blocking you from the shooter, guiding you to safety. But I was unable to perform simple survival instincts. I just...froze. And I felt so helpless, so useless." As hard as it was for Regina to admit her vulnerability, she couldn't help but blurt out all she was thinking and feeling.

"Regina, Regina shhhh. It's okay. You don't always have to be the one who takes care of things. I'm a big girl too." Emma gripped both of Regina's shoulders. "Do not go blaming yourself for freezing up when that crazy guy got into the theater. Everybody reacts differently to certain situations. People mess up. Beating up yourself will just make you feel even more shitty. What matters is that we got out alive. There were many who didn't, but we did."

The blonde's green eyes bored into her own. Regina knew Emma was right and she could feel tears start to sting her eyes. _But tears are for the weak._ So take her mind off her failings, Regina nodded slightly then changed the subject. "How are you doing?"

"I don't really know Regina. I feel like this had all just been a dream. And then that guy goes and shoots up random people. It's like a reality check. Life changes in an instant, turns on a dime, you know? There are so many what-ifs running through my head. Like what if the shooter had came from the door on the side we were sitting on instead? What-if this whole thing hadn't happened? Would we have finished the movie by now and, I don't know, gone walking in the park or something?"

Regina wasn't skilled at comforting people so she settled with placing a hand on the blonde's knee, to show she was listening, that she understood.

Emma closed her eyes and reopened them slowly, her green eyes slightly drooping. "I don't think this thing has really hit me yet. I'm really tired and I don't want to deal with the press. Can we go home?"

"I believe the police are done questioning us. I'll drop you off at your dorm." Regina stood.

"Um, is it okay if I crash at your place? I just want to sleep this off and not have my usual nightmares wake me up."

_Nightmares? Usual nightmares?_ Regina furrowed her brows in concern and curiosity which prompted Emma to vaguely explain, digging her hands into her slightly torn cardigan.

"I just...I have nightmares every night that wake me up but that one time I slept at your place, I've had the best sleep in, well, in forever. I don't remember the last time I actually slept through the entire night." Emma ran a hand through her hair.

Regina knew there was more behind the nightmares and she wanted to pry, but she sensed a hesitancy in Emma's was the first deeply personal thing Emma had chose to share with her. _Don't push it Regina. She deserves a break after what just happened. We both do._

"Of course you're welcome any time at my house Emma," she said softly, placing her hand on the small of her back and directing Emma towards her getaway car from this horrible experience.

swanqueenswanqueenswanqueenswanqueenswanqueenswanqueen

Regina opened her bathroom door slightly to place a fresh set of silk pajamas on the counter for Emma who was currently showering. _Naked. In my bathroom._

The brunette bit her lip, knowing it was wrong to have these thoughts, especially right after the traumatic event they had just experienced. But she couldn't help it, as she stood right behind the closed door that lead to the blonde.

Suddenly, a loud thud came from the shower, sounding like the showerhead had accidentally connected with the wall. Regina instinctively ducked, her hands covering her head, before realizing the noise was not a gunshot, was not a shooter in her home.

Regina felt herself shudder as she stood up, the shock of the shooting finally hitting her. The brunette tore herself away from the door and did what she did best: throw herself into work to forget all the things that were bothering her.

By the time her kitchen was spotless, the papers on her table neatly stacked, and the bookshelves absolutely dust-free, Regina robotically headed up to her bathroom to shower, forgetting that Emma was even in her home.

After the boiling hot shower that soothed Regina and washed away the tension in her body, she finally felt like herself again. In control. There were no traces of unwanted grime on her body anymore to remind her of today's past events. The suit she had been wearing, the last physical remnant of the shooting, would be thrown out immediately.

She blow-dried her hair and slipped on her favorite grey pajamas that she had let Emma borrow.

_Emma._

The name rung through her head and Regina realized Emma was somewhere in her house. In her aggressive house-cleaning activities, Emma had been completely forgotten.

Regina opened the door and stepped into her bedroom, her eyes falling on the blonde who was fast asleep on top of the bedsheets of Regina's bed. She silently walked closer, careful not to wake Emma, and studied the sleeping beauty.

The green pajamas she was wearing would match her eyes. _That's why I chose it._ Her hair was completely dry and fanned across the pillow. Her body seemed so small, as she was curled up into a ball on her side. Her face was so peaceful, showing no traces of experiencing the shooting horror story she would live to tell. Regina could see the color of her veins lightly under her eyelids. Emma seemed so fragile. Too fragile. The brave act the blonde had put on made Regina view her as some sort of superhero. But underneath that tough exterior was just a girl, just a human.

Regina stood there, debating whether she should sleep in the guest room and leave Emma be. _Or should I sleep in this bed? Technically it is MY bed._

Grabbing an extra duvet cover from the closet, Regina slid into bed on her usual side and tucked them both under the blanket. Listening to the even rhythmic breathing of the blonde, Regina easily fell asleep.

**Emma POV**

She couldn't keep her eyes off of Regina. Emma had woken up a few minutes ago, with the flutter of her eyes. Her breath caught in her throat for a moment, enthralled by the sight in front of her. Regina was on her side, facing Emma, their faces a few inches from each other. With the moonlight illuminating the room, she could see how peaceful Regina's face was, how she wore absolutely no makeup and was still the most breathtaking woman Emma had ever seen. The furrow between Regina's eyebrows was gone and she looked completely relaxed, something that never happened while she was awake. Her naked lips were parted slightly and Emma could feel warm air brushing her face.

Unconsciously, Emma moved closer until their personal space was nonexistent. She pulled one hand out from under the covers, placing it lightly on the brunette's cheek. Emma was feeling so soft and unexplainably shy as she caressed the brunette's face.

A swirl of emotions she didn't recognize suddenly flooded her mind and body, causing her to move her hand away from the brunette. Her heart thudded faster. _What am I doing? What am I feeling?_ Emma chewed on her bottom lip, contemplating whether or not she should put a label on whatever it was she was experiencing.

_Is it l-_

A loud growl of her stomach stopped Emma in mid-thought. Regina shifted, burying her deeper into the pillow. Slowly extracting herself from their shared bed, Emma padded downstairs in search of something to eat.

Several minutes later, Emma curled up on a chair in the corner of the room that faced the still dozing brunette, slowly nibbling on a slice of bread she had found in the pantry. The blonde was feeling like such a creeper, staring at Regina as she slept. Her mind went back to the intense emotions she had been feeling.

Emma was attracted to Regina. It was indisputable. And she could feel the chemistry between them, when they stared at each other, when Regina lectured her, when they kissed. Yes, it had been hard to coax Regina out of her shell, but Emma had and the banter between them was delightful. _It keeps me on my toes. And it keeps Regina flustered._ Emma smiled into the darkness.

_Does it really matter if she's my teacher?_ Emma knew the legal ramifications of their relationship and how Regina could get in trouble if they went any further. _But anything is worth it if I can make her smile and anything is worth it if I can piss her off. Anything._ It was weird. Emma enjoyed seeing both the humorous Regina and the Evil Queen. But sides were essential parts of Regina and the fact that only the Evil Queen act was visible to the public was saddening.

The shooting came back, in short but graphic flashes. Emma could hear the gunshots so realistic she almost believed the shooter was here in the mansion. She shook her head in an attempt to slap herself back into reality. T_he police said the shooter killed himself. He's dead. Nobody is going to hurt you anymore._ But Emma hadn't cared if she was shot. All she could think about once the the shots had been fired was to cover Regina and get her to safety. What if Regina had been shot? What if she had died? Emma cringed at the thought of losing the brunette. _It would be my fault. I was the one who invited her to watch Gravity with me._

Regina started to wiggle under the covers and Emma could see the outline of her arms, reaching over to where the blonde had once laid. Emma felt her lips curling into another smile. The brunette opened her eyes, squinting into the darkness. The blonde's smile was still glued to her face. Regina sat up on the bed, her hair messy and her pjs wrinkly.

"What time is it? Are you watching me sleep?" Regina's voice was cracked from sleeping but nonetheless, very low and sexual. "I could file a restraining order for that." Her comment caused Emma to smile even harder.

Emma unfurled from her spot, walking slowly with purpose towards the brunette until she reached the bedside. "Oh, do you really want to now?" she whispered before she grabbed the back of Regina's neck and pressed their lips together roughly, swallowing the brunette's moan.

She knew she was taking advantage of Regina's sleepy state but her mixed feelings combined with the shooting and how beautiful Regina looked sitting there in the moonlight caused her impulses control to stop functioning. Emma felt Regina's tongue brush her closed lips, once, twice, and she opened in a surprised response. Regina wasn't fighting the kiss.

Tongues tangled and short ragged breaths were taken. Emma tipped over, her balance gone, and landed on top of Regina, their silk clad bodies rubbing deliciously against each other.

"Emma," Regina groaned. The blonde didn't stop, couldn't stop their kiss. Her body felt too hot and she wanted to do things to Regina, make her call her own name over and over again.

Suddenly, Emma felt herself being flipped so that Regina was seated on top of her abdomen. A rush of heat flooded Emma's system. She could feel the brunette's core so hot it was searing into her skin. Emma lifted her hips up a bit, locking gazes with Regina as she saw the brunette hold back a moan of pleasure.

"You're so damn sexy," Emma blurted as she started tracing her hands up Regina's flat abdomen. The brunette grabbed her wrists and pinned her arms down to her side.

"Emma." Regina was breathing heavily. She leaned down to give Emma another kiss but broke off just as Emma tried to deepen it. "We have to stop." Her voice low and soft, filled with unfulfilled desire.

She bit her lip. _No. Don't say that now._ Emma felt her body aching. "Okay," she whispered back in defeat.

Regina rolled off of her and laid on her back, staring at the ceiling. They both did.

"I'll drive you to your dorm early tomorrow morning okay?"

"Okay."

**so i was trying for angst but somehow it always comes back to the sexy. kinda hate myself for the ending of this chapter. what do you think? **


	15. Convince with Conviction

A/N: sorry for the wait guys! i'll be pretty busy this and next month so please bear with me. sexy scenes are to come and i took a part of this chapter from the OQ farm house scene and turned it SQ because WHY NOT? this chapter is kinda short but i promise the next two will be longer!

disclaimer: don't own the ouat characters

enjoy!

**Chapter 15: Convince with Conviction**

**Emma POV**

"Take care," Regina had whispered right before Emma got out of the car, a block away from her dorm room the morning after. It had been said so softly, she had barely heard it. Emma was so tempted to turn back into her seat, grab Regina and give her a sweet kiss, a thank you for letting her stay, for caring for her. But she didn't, knowing there could be students around that could witness their involvement.

The shooting incident had ruined the fun in their relationship, set them back yet again. Emma could feel herself tiptoeing around Regina, and the brunette doing the same. One moment the tension between them would be so apparent it was almost tangible in the air around them. Other times, especially on the car ride to her dorm, she'd catch Regina looking at her with this mysterious, sometimes even dark look on her face. _What is she thinking about?_

Emma was determined to put the fun back into their affair, for the lack of a better word. _Affair is such a sleazy word. And what we have isn't that. It's… more._

She looked up from her laptop and observed Regina, like she did everyday in class. Today, Regina was wearing a dark blue denim-textured blouse and black slacks, with a belt that accentuated her in all the right places. Emma looked down at her own outfit, noticing the coincidental similarities. She randomly chose to throw on a light blue denim jacket paired with a loose white top and black skinny jeans this morning. _Well this is interesting._

Emma gave herself the pleasure of looking at all of Regina, slowly. She trailed her gaze up and down the brunette's curvy body, admiring how confident Regina stood as she helped a student. Dark smoky makeup covered her eyes and she wore a pale coral-pink lipstick color. Her dark tresses were elaborately coiffed up. _How does she even have the time to do this? I can barely put on some mascara and eyeliner in like 20 minutes, let alone do my hair._ The blonde shook her head lightly to herself. _C'mon, it's Regina we're talking about._

Regina tucked a stray hair behind her ear, the simple action causing Emma to be acutely aware of the desire simmering under the surface. She felt achy all over. Release wasn't an option.

Suddenly, a loud crack rang out and the room went silent for a moment before the buzzing started up again. Emma felt herself cringe and saw Regina jolt, startling the student that had been asking her a question.

"Swan, you okay? A textbook just fell." Killian placed a concerned hand on her shoulder and Emma spared him a glance and nod before looking back at Regina. The brunette locked glances with her and an unspoken mutual understanding was communicated. We're both still so shaken…

Emma could see Regina shaking off the aftershock of yesterday's incident for several seconds before turning her attention back to the waiting student. They were lucky that they had escaped before the media insisted on interviewing them. Everyone in the class was buzzing about the news but nobody knew that she and Regina had experienced the shooting first-hand. And Emma was eternally grateful for that.

_Our secret could've gotten out so easily. People would've known something was suspicious, finding us watching a movie together._ Emma wanted them to have fun, but the risk would always be there. _I have to be more careful._

She snapped out of her internal thoughts and realized what was going on before her eyes. The student that had been asking a question was now leaning closer to Regina as she twirled her hair. Emma tilted her head in observation of that blonde student, her gaze narrowing. Regina said something, a small smile on her face, and the student laughed, just a bit too hard.

Emma rose up and out of her seat, striding to where the two were standing, with no real next action in mind. Regina saw her coming and her eyes widened, causing the blonde student to look over at Emma as well.

"Oh no it's fine, I'll just wait until you're done. I just have several questions for Ms. Mills. It can wait." Emma's tone was dripping with passive aggressiveness, but she didn't care. There was this envious feeling that was running through her veins and Emma could not put a name on it.

The girl was startled by Emma's presence and quickly made her getaway, much to Emma's amusement and Regina's confusion.

"Emma, what are you doing?" Regina's voice was low, trying not to show her mixed emotions.

"Oh Ms. Mills, I think I left my book in class last week. You said that you put it in the back room. Can we go get it?" Emma talked loudly, letting the students nearby know that nothing was going to happen. She and Regina were just going into the back room to get a book. It was harmless.

The brunette's furrowed her brows for a second before realizing what Emma was trying to imply. "Of course," she replied, her voice gaining volume. Emma looked around at the students, all whom weren't paying attention, before following Regina into the room, locking the door behind her.

"Emma was that really necessar-"

The blonde shoved Regina against the dusty bookshelf and proceeded to kiss her senseless until the lack of oxygen separated them. They were both struggling to catch their breaths. Emma felt her heart pounding and the desire that had been simmering throughout class was now a raging inferno.

"Yes," Emma almost spit out. "It was very necessary."

"Why?" the brunette panted.

"That girl was flirting with you and -"

"And you were jealous," Regina finished. She smirked, a twinkle of unmistakable arrogance in her eyes.

"Of course not!" Emma shot back quickly, realizing how defensive she sounded.

"Then why did you scare off my student and almost manhandle me into this room only to kiss me like that?" Regina made a hand gesture, trying to portray their rough kiss.

"Because I felt like it." _Not the best answer ever Emma…_ She backed up until she was leaning against a table.

Regina rolled her eyes dramatically. "That is the most childish reason I have ever heard."

The blonde knew Regina was right. She had been jealous. She had pulled Regina into the room and kissed her because she wanted to prove that Regina was hers.

_Oh god Swan, since when did you become so territorial?_

**Regina POV**

Regina turned around to face the small bookcase sitting on top of a table after her last comment about Emma being childish. Her heart was thumping and she could feel power rushing through her veins. _I make Emma jealous?_

"Well, I better find a book for you to take back out so your friends won't think I was keeping you hostage back here." She ran her fingers over several dusty books, in attempt to take her mind off the blonde who was silent behind her.

Emma finally spoke, her voice light and teasing. "You know, I've heard a lot of stories about the great and terrible Evil Queen, but from this angle, the reputation seems like overkill. Bold and audacious yes, but not evil." Although her back was still facing the blonde, Regina's lips couldn't help but curve into a tight smile at Emma's words. The blonde was surprising her more and more.

Regina turned around, trying to conceal her pleasure from the blonde's flirting. "The name served me well. Fear is quite an effective tool."

Emma eyed her for a second before lifting herself from her leaning position, walking closer and closer to Regina. All of a sudden, personal space was nonexistent and Regina broke eye contact, dragging her gaze down to Emma's lips. _Is she going to kiss me again?_

Instead of doing what Regina had expected, Emma leaned over to grab one of the old textbooks, her heat close enough that Regina's heartbeat stuttered a beat.

"What about this book? Do you think it'll convince them?" The blonde's voice was deep and husky as she questioned into Regina's ear. She held back a shudder before looking down at the book Emma was now holding.

"A history textbook? I highly doubt it." Regina turned around to grab another textbook but Emma did not back away to allow for more space. Their bodies brushed lightly. She tried not to tremble in desire as she handed over a newer looking book. "This one would work."

"Oh." Emma's face was thoughtful. Silence ensued for several moments and Regina kept sliding her gaze back down to where Emma was nibbling on her bottom lip. She spoke again. "You know, we didn't get to finish our date yesterday."

"It wasn't a date Miss Swan."

"But you agreed to it."

Regina arched her brow, unable to come up with a witty response. _What's happened to your quick comebacks?_ "Your point being?"

"My point being you should go out on another date with me. This time a real one. Let's say… Friday night. Say yes."

_Yes. Yes. Of course._ Although Friday was four days away, Regina wanted to shout from the rooftops. Another date would be more fun. It meant more time together with Emma. Instead, she kept silent, her face neutral, not giving Emma the pleasure of a quick answer. "What if I say no?"

Emma leaned in, her lips almost brushing hers. Regina strained her neck to get what she wanted, but the blonde pulled back, leaving her hanging. "You should say yes." Emma's warm breath fanned across Regina's face. She didn't comply with the blonde's request, fuming over being unable to secure a kiss.

Regina wasn't sure, but Emma somehow pressed even closer, sliding a thigh in between Regina's legs. She didn't even try to resist, knowing the futileness.

"Say yes," Emma whispered, as her hands slid down to grip Regina's hips. The blonde shifted her thigh so that it was pressed deliciously on her core.

Regina tried to hold back a moan, gripping the edge of the table behind her until her fingers turned white. Her head tilted back slightly and she could feel her eyes flutter from the pleasure. She couldn't catch a breath. "Y-yes."

She swore Emma flashed a victory smile, before she smoothly detached herself. Regina struggled to compose herself, her body trying to adjust to the lack of contact.

Emma paused by the door, one hand holding the book, the other on the doorknob. "Catch you later, Regina," she smirked, before confidently striding back out.

She let her body relax, sagging against the bookcase. _How does she do that, act as if what just happened didn't affect her?_

Regina allowed herself to lean against the table for several more seconds before straightening her posture, fixing her hair, and wiping off the smeared lipstick before heading back out.

**Emma POV**

Emma couldn't resist smiling as she drove. After she had gone out and taken a seat, Killian asked what took so long and she almost couldn't stop herself from laughing. Emma had ruffled Regina's feathers just enough to make the brunette agree to her date. But even as she had walked out all cockily, Emma could barely control the raging need that flowed through her entire body. Seeing Regina's eyes roll back as she gripped the table made Emma want to explode right on the spot.

_Honnkkkk._

Shit! Emma jerked the wheel of her beetle and swerved back into her lane. _Concentrate god damn it Swan. You don't want to end up smashed even before you even get to The Planet._

Even with her internal warning, Emma couldn't help but let her mind wander again. She had asked Regina on another date out of the blue, unplanned. Sitting in class afterwards, Emma was wondering where the hell she'd set up their date. As a college student, she was barely keeping herself afloat. And a date with Regina would have to be just as perfect as the brunette herself. It'd be expensive but it'd be worth it, all in the name of fun.

As Emma conversed with her co-workers and several club-goers, her mind never strayed far from the date she'd be planning. _What am I going to do? What does Regina like to do? Wait, the date shouldn't be about what Regina is comfortable with. It should be surprising. It should be…simple, easy, and most importantly fun. _

"Ruby!" Emma called her friend to come over. "Can you do me a favor?"

"If you tell me who you've got your eyes set on." The redhead was still curious about Emma's mysterious crush and the only way this would work was if she revealed her secret.

She looked around the bar, her eyes landing on a dusty item that was secluded in one of the corners of the bar. I've got just the idea.

Emma proceeded to tell Ruby, the redhead's grin growing wider and wider.

**what do you think is going to go down during the date? and how far do you think Emma will get this time? Second base? Third? **


	16. Carpe Diem

a/n: oh boy it's almost been a month since i last updated and i feel so damn horrible for making you guys wait. hope this sexy fluffy chapter will make it up to you guys! i will try my best to update more often.

disclaimer: don't own ouat characters or the planet or the tv show mentioned

enjoy!

**Chapter 16: Carpe Diem**

**Regina POV**

Regina stared at the slightly crumpled note that had been placed on her desk, some time between this morning and after class was over. The writing was scrawled, almost as if the person had rushed to write it before Regina could notice it. Regina traced her eyes over the words again. _"Meet me at The Planet tonight, 7pm."_

_Emma._ Her name whispered across Regina's mind almost like a prayer. The blonde had kept her guessing, waiting for when the time and place would be revealed. After that short interlude in the back room, Emma kept slipping from Regina's grasp. Every time Regina found the spare time to approach Emma, the blonde would always make up some excuse, smile sneakily, then leave her hanging. Not knowing how to prepare for the date with Emma made Regina really nervous. Thriving upon control and expectations was what kept Regina sane. And the lack of control was driving her insane.

_What do I wear out on a date? It's not even a date._ On the surface, Regina refused to call it a date. I_t's more like a meeting I was manipulated into...sexually._ But deep down, she knew she had been and still was overeager about this date, no matter how much anxiety the suspense was giving her.

Now that Regina knew where and when the date was, she'd be slightly more ready. Slightly.

Regina leaned back in her leather work chair. Since Monday as Emma had steadily ignored her, Regina felt as if her life had returned to being dull and boring. The routine she had stuck to for years, that had given her comfort, suddenly seemed lacking. It was like Emma was the only thing or person who could put color inside of her world anymore. Unconsciousness, Regina smiled at the thought of the blonde. It was unlike the brunette to feel so buoyant and fluttery as she was at the moment. She couldn't explain it, the fondness and feelings she experienced any time Emma slipped into her mind, which was quite often. It was like her brain automatically linked Emma to happiness and Regina could not help but smile because of it.

She looked up at the clock. It was almost 5, _which gives me about an hour and a half to prepare, and 30 minutes to get to The Planet. Good timing._

By the time Regina got home and into her walk-in closet, she was really stumped. Although her mind had wandered to her outfit for the night on the drive home, she still was undecided. W_hat do people wear to dates? At bars? Who even has dates at bars? Oh wait, Emma._ Regina rolled her eyes before recklessly picking a tight little black dress with a plunging neckline. A burgundy blazer and knee-high boots would help ward off the Seattle chill. Checking her outfit in the mirror, Regina smoothed the fabric of her dress and took a deep breath, trying to settle her frazzled nerves. _Okay. Ready as I'll ever be..._

In the parking lot of The Planet, Regina looked in her rearview mirror, as a last minute makeup checkup. She could feel the nervousness start to bubble up again and it took much of her willpower to suppress it. Regina tried to use her logic. I_ have no reason to be nervous. Emma will probably dance again._ She felt her body flush with a rush of endorphins. T_hen we'll probably just...hang out._ The concept of spending time with Emma doing absolutely nothing of importance did not seem as foreign as before. Does this even constitute as a date then? Regina shook her head, feeling herself start to over think again.

Inside the bar, she fidgeted with the hem of her jacket sleeve. Where was Emma? Even though Regina had been here more than several times now, the blonde's absence from her side made her uncomfortable.

**Emma POV**

Emma looked down at phone for the time. It was 7pm. Heading out of her room, Emma searched the crowd, looking for one brunette who would probably be overdressed and filled with nerves.

She had to confess that through the whole week, she had been overanalyzing the whole date thing. Emma was stressed out over what she would do, how Regina would react to it, if it wouldn't be fun enough. But Thursday morning, after being awakened by yet another nightmare, Emma had realized that structuring their date would be the complete opposite of fun. So there are then, the plan had been created. Do whatever feels right that night and go from there.

Aha. Regina was standing nearby the entrance of the bar, looking around as well. Emma's lips automatically curled into a smile. She took a few moments to admire what Regina was wearing, dragging her gaze over every little detail. The tight black dress was hugging the brunette's every curve. The neckline showed plenty of cleavage and Emma couldn't help but stare a little longer. The burgundy jacket was probably as casual as Regina would ever get. Badass knee-high leather boots completed the outfit. _Oh my, Regina._

Emma headed stealthily towards the brunette, almost like a predator stalking their prey. She had chosen to wear a plain black sleeveless leather dress with simple heels because she didn't want their date to be seen by Regina as more of a sexual encounter. Emma wore the bare minimum of makeup and had curled her hair only slightly for waves. _Simple, easy, fun._ Emma repeated the motto of this date in her mind.

"Hey," Emma greeted, walking up to the brunette.

"Hey." Regina did not smile, but Emma knew the brunette was relieved and happy to see her by the expression in her eyes.

Emma's voice took on a teasing tone. "So, are you ready for our date?"

The brunette scoffed. "I don't consider this a date, Emma. I was manipulated into this meeting and who in the world would plan a date in a bar? Wait," Regina paused for dramatic effects. "You."

"I clearly remember you moaning a yes to my request, Regina. I couldn't have forced you to do or say anything you didn't want to." Emma smirked as Regina began to blush at the comment. "Yes this is an informal date and to be honest, I really don't have much planned for tonight."

"Then why are we here, dear?" Regina lifted her brow in disdain and Emma felt a bit of annoyance surface at the brunette's tone.

She leaned into Regina's personal space to make the brunette uncomfortable. "I'm teaching you how to have fun, remember?" Emma proceeded to take a hold of Regina's hand and walk them over to the restaurant part of The Planet.

With a flourish, Emma pulled back a chair and gestured for Regina to sit. They looked at the menu in silent until Ruby walked up to them, a huge smile glued to her face. "What would you like to order?"

"I'll get the chicken tenders with honey mustard. Thanks Rubes."

"And you?" Ruby addressed Regina, who was clearly judging the menu. Emma looked at Ruby who waggled her eyebrows, signaling her approval of the brunette.

"I'll have the salmon burger. Thank you." The brunette removed her jacket and placed it over the back of her chair. For several minutes, Emma felt Regina avoiding her gaze. And when their gazes would lock, the brunette would quickly look away. The food came.

"What are we going to do after we eat?" Regina took a bit of the burger, leaving the mayo on the side of her plate untouched. She picked at the lettuce as she waited for Emma to respond.

Emma recognized that Regina wanted to be prepared for whatever was coming up next but since Emma went with an unstructured date, she didn't have a clue either. "I'm not sure."

"Has my class taught you nothing about organization and priorities?"

"Regina, my ground, my rules. Lesson one of the night: carpe diem." Emma popped a chicken strip into her mouth, knowing Regina was going to question her.

"Seize the day? What does that have to do with," the brunette gestured around, "this?"

"Not to be as literal as your translation, I mean you just gotta put aside whatever is bothering you and just go for it. Be spontaneous. Yolo, as some people would say."

Regina furrowed her eyebrows in confusion. "Yolo? What in the world is that?"

Emma couldn't help but smile at Regina's lack of knowledge on slang words. "Never mind."

People started howling at the dancer who just appeared on stage and Emma observed Regina who watched her co-worker. She saw the brunette's eyes flicker up and down the dancer's body. Emma felt jealousy bubble up again and tried to push it down, chewing on her chicken tenders harder than usual. The song ended and the dancer left the stage.

"Are you going to finish that burger?" Emma asked, harsher than usual.

Regina snapped her gaze back to Emma, her eyes narrowing slightly. "No, I'm full."

"Okay."

"Okay."

Emma knew she was being childish, but she couldn't help it. _It's not all my fault._ Regina is being childish too. They stared at each other. Frustration, annoyance, and attraction was communicated through the unspoken glares.

"Stand up." Emma broke the silence. She knew her jealousy was getting the best of her and ruining their date.

Regina blinked slowly at the order. _She's probably not use to it._ "What for?"

Emma walked around the table, grabbed her hands, and pulled the brunette up until she was fully standing. Hand in hand, she dragged Regina closer and closer to her destination, then answered her question. "Dance with me."

**Regina POV**

Regina's gaze widened at Emma's command. "There is no way in hell I am dancing." She racked her brain for excuses to save her from humiliation. "Besides, performing vigorous activities right after you eat is damaging to your stomach."

Emma smirked and shook her head. "Carpe diem. Remember?"

"Frankly, I think dancing and carpe diem are two different things." It was a lame excuse and they both knew it.

"Regina." She could hear the tone of encouragement from the blonde and Regina tried to ignore it.

"I don't dance." This was Regina's last feeble attempt to escape the inevitable future.

"That's why I'm here, to teach you how to dance, how to have fun." Emma winked and sent Regina into a spin. She could feel herself flying, her hair whipping around, colors mixing and whizzing into a dizzying rainbow. _I'm fallin-_ A hand gripped wrist at the last moment and she spun back, slamming solidly into Emma's body.

"Emma!"

The blonde placed her hands on Regina's hips and started swaying them to the beat. "C'mon Regina. Feel the music and pulse move through you. It's not that hard."

Regina played along, even as she started to feel the beat mingle with her adrenaline. "Easy for you to say. You're the dancer."

The blonde did not reply. Instead, Emma spun around and grasped Regina's wrists to place it on her hip as she swayed the beat. The wordless instructions to follow her lead was working. The blonde's hands were raised and Regina could feel Emma brushing her back against her front, inflaming every nerve.

Regina could feel the energy transfer from Emma to herself. The blonde's vibes were taking over and she started feeling crazy. Crazy with vitality, crazy with need.

The blonde dipped down low then brought her body back up real slow. Like most of the people and couples around her, Emma started to shamelessly grind, her ass lightly rubbing over Regina's pelvis. The brunette tightened her grip on Emma's hips, holding the blonde in place. She tried to bite back a moan, vaguely thinking, _now I know why people like to grind so much._

Suddenly, Emma was facing her again, and Regina could not look away from the blonde's piercing gaze. She felt her arms raise as, the music carrying her movements. Her thoughts about embarrassment and their situation stopped. Regina let go of her inhibitions and let herself just feel. Experience.

Regina leaned in, drawn closer and closer to the blonde until they were practically breathing in the same air. She flickered her eyes down to Emma's pink lips and Regina could not think of anything besides kissing the blonde. The desperation she felt about kissing Emma overwhelmed Regina so much, causing her to stop dancing. It was as if Emma had casted a spell on her. Her arms dropped. Her hips stopped swaying. Her movements ceased.

"Emma." Her voice was barely a whisper over the music, but somehow Emma stopped dancing. They were just two women, a blonde and a brunette, staring at each other in the middle of the dance floor, unsure of what to do next.

As if Emma wasn't affected the way Regina was, the blonde snapped her gaze from Regina's lips and asked, "Do you know how to play pool?"

The entirely arbitrary question threw Regina off kilter. "Um what?"

Instead of answering, the blonde laced her fingers through Regina's and Regina did not resist. Emma pulled her off the dance floor, and headed to a nearly empty corner of the bar that held the item she had been asking about.

**Emma POV**

The temptation to kiss Regina on the dance floor was killing Emma. And Emma did not want their date to go down that fast track path. _Oh yeah, a makeout session would be real fun. But so is watching Regina try to play pool..._

Emma turned her attention back to the brunette who was awkwardly holding the pool stick and unsuccessfully trying to hit the cue ball. She couldn't help but chuckle at the brunette's struggle.

"What's so funny?" Regina put a hand on her hip and Emma smiled even harder at the brunette's defensive attitude.

"Nothing, it's just, it's amusing to watch you play pool." She started setting the balls back into the triangle rack.

"I'm sorry, I'm not well versed in the art of pool." The sarcastic tone in the brunette's voice was apparent and Emma tried not to grin again. Regina was like a balled up porcupine and Emma was taking much amusement in bothering her.

"And that's where I come in." Emma rounded the table towards the brunette and tried to take the pool stick from Regina's grasp.

"Give me the stick." She tilted her head in confusion when Regina did not let go.

"Well no because then that wouldn't be hands-on learning, would it? Emma, I'm a hands on learner."

Emma narrowed her eyes at the brunette and Regina shrugged, giving a what-can-you-do look. _That's my line._ Her mind flashed back to the apples. _Okay Miss Mills. I see what you're doing._

She positioned herself behind the brunette, pressing their bodies together tightly in order to reach Regina's hands. Emma bit her lip, overwhelmed by the sensation. Her body was still tingling from that intimate dancing with Regina. "You have to have a good grip on the pool stick but not necessarily a tight one. Spread your fingers and slide it in the V between your thumb and index finger." Fixing the brunette's hand positions, Emma whispered "That's much better."

Emma could feel Regina hitch in a breath as she realized how Emma was mimicking their apple cutting lesson. The blonde smirk. "Okay Regina, are you ready?" Emma couldn't help but make her voice dramatic and theatrical to annoy the brunette more.

"Never been more ready in my life dear. We've been standing in this bent over position for ages, I think my spine might be permanently stuck."

"Overeager aren't we?" Emma, still gripping the top of Regina's hands, swung her arms back and hit the cue ball squarely in the middle, sending it flying toward the rack that kept the balls in place.

"There." Emma unwillingly released the brunette, placed the cue ball back, and stepped over to remove the rack. "Now for the real deal. Show me what you got your majesty."

Regina smoothed her dress before bending over again. Emma leaned against the wall and admired the view, the brunette's ass that was outlined by the stretching of her dress. Her calves were accentuated as she shifted weight between her feet. "You wanted to see your queen play pool? Well, my dear, here she is."

The pool stick whizzed right by the cue ball, and Emma watched Regina's face turn from confidence to pure horror. She chuckled as Regina struggled to compose herself. "That was a…"

"Just try it again. Nobody gets it right on their first shot." Regina tried, several more times in fact much to her disappointment, before she nailed it.

"Aha!" The brunette's face lit up with delight like a kid on Christmas morning and Emma couldn't help but smile back.

A sudden urge to impress Regina washed over the blonde and she blurted random facts off the top of her head. "You know, billiards was the first sport to have a world championship in 1873 and the champions have the highest average age of any sport which is 35.6 years."

"How do you even know all of this?"

"C'mon Regina, I was on a_ league_. I'm a seven time champ."

"You have got to be kidding me. You were a professional _pool player_?"

"Yeah, what's wrong with that?" Emma could feel herself becoming annoyed. Regina was mocking her and Emma took pool very, very seriously.

"Nothing, dear, I am just surprised, that's all." She stared at the brunette for several seconds, trying to determine whether or not Regina was ridiculing her or genuinely surprised. Emma decided on the latter, but said nothing as Regina tried, unsuccessfully, to hit the cue ball again.

"At least I can hit the cue ball." Her sassy comment got her a death glare from the brunette and Emma couldn't help but smile back, victorious once again.

"You know what Miss Swan. I think I'm done with this really fun lesson. What's next?" Regina's dislike for pool was apparent and she was trying to dismiss her failings at the game, which Emma found really adorable. She put on her thinking face in order to give herself a few moments before answering.

Emma was tired, not only from tonight's date, but from her sleeplessness through the week combined with her busy school and job schedule. It took quite a lot of willpower in order to not rub her mascara-covered eyes.

The blonde gave an exaggerated sigh. "Well… we could just go back to your place and I don't know, watch something." Emma's hope of having yet another sleep over at Regina's home was really high. It seemed to be the one place where at least seven hours of uninterrupted sleep was possible.

Regina narrowed her eyes at the blonde and Emma gave her puppy-dog eyes. She could see Regina visibly soften. "Fine."

On the ride home, Emma could feel Regina slide over several glances but she kept her eyes shut. When her eyes had slowly drooped, lulled by the soft hum of the car driving, Emma could feel herself sinking into a subconscious state of mind.

Her body was feeling heavy and uncomfortable, her mind searching for the reason why. Emma was not the cuddling type, but at that very moment, cuddling seemed like the best thing in the world. Digging her body deeper into the comfortable and plush seats of the Benz, Emma tried to find what she was looking for. But the seat could not replace what Emma was longing for.

"Emma." Her eyes fluttered open at the sound of her name and she realized the car had stopped. "Are you sure you're up to watching something? You look really tired."

She felt her lips curl up into a smile at Regina's genuine concern for her. "Nah, I'm good." They walked inside and Emma plopped on the couch. "So what do you want to watch?"

**Regina POV**

"I DVRed yesterday's episode of _Grey's Anatomy_ and I've been looking forward to watching it! Can you get it set up while I grab some popcorn?"

Emma lifted a brow and her mouth opened in surprise. "I thought you didn't approve of popcorn."

"No dear, I didn't approve of the amount of butter you poured onto it. My popcorn is going to be butterless." That got an eyeroll from Emma and Regina headed into the kitchen, ransacking her pantry for that one bag of popcorn she knew she had bought awhile back on a whim.

Mechanically, Regina put the bag of popcorn into the microwave. She couldn't help but smile and shake her head. T_his whole thing is so mundane, so easy._ Regina could already picture her and the blonde sitting on the couch, eating popcorn, enjoying her favorite show together. It would be fun and it wouldn't take any effort.

And that was exactly what happened. While Emma was struggling to catch up on the plot, Regina realized her reactions to the show was more pronounced than when she watched alone. She observed Emma happily snacking on the popcorn. The blonde had removed her heels and was curled up on the couch, shoulder touching Regina's. Warmth spread along the brunette's side and Regina made an effort to pay more attention to the show.

By the end of the episode, Regina realized how enraptured she had been that she had not noticed the silence of the blonde. She tried to shift, but Emma had fallen asleep, her head partly on the couch, partly rested on Regina's shoulder. A small smile appeared on the brunette's lip. _Oh Emma._

Trying not to jostle the blonde so much, Regina somehow managed to get Emma's head to rest on her lap. Grabbing a blanket nearby, she draped it over the sleeping blonde.

Regina looked down at Emma's face, so peaceful and relaxed. Her blonde hair was fanned across Regina's lap and couch and the brunette could not help but trace her fingers over the locks lightly. Emma was fast asleep.

_Another episode won't hurt._ Regina tried to ignore her tiredness from the date. She grabbed the tv remote, flipped to her netflix account, and picked a random episode of Grey's Anatomy to relive.

Emma shifted so that she was facing Regina's stomach and Regina took shallow breaths. _Watch the damn show Regina._

**any thoughts as to what might happen next between them? **


End file.
